Sale and Purchase of the Vessels Sample Clauses

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Sale and Purchase of the Vessels. In reliance on the representations, warranties and covenants and subject to the terms and conditions contained in this Purchase Agreement and in the Implementation Agreement, APL hereby agrees to sell, convey, transfer and deliver to Matson each of the Vessels, and Matson hereby agrees to purchase each of the Vessels from APL. As employed in this Purchase Agreement, the following terms shall have the following meanings:
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Sale and Purchase of the Vessels. 3.1 Subject to the provisions of Clause 3.3 below, the sale of each Vessel will be effected on the terms of the Memoranda of Agreement in Saleform 93 format, copies of which are set out in Schedule II, and the relevant Sellers and the Buyers will on the date of closing enter into such Memoranda of Agreement . 3.2 The sale of the Captain ▇. ▇▇▇▇▇▇▇▇ will be subject to the Captain ▇. ▇▇▇▇▇▇▇▇ Time Charter. Free Seas Shipping Ltd. and the relevant Buyer will enter into such tripartite deed with Petrobras as is envisaged by Clause 17 of the relevant MOA and such other documents as Petrobras may reasonably require as a condition of their consent to such sale. 3.3 The sale of Horizon will be subject to the Horizon Time Charter. Great Ionian Shipping Ltd. and the relevant Buyer will enter into such tripartite deed with ST Shipping as is envisaged by Clause 17 of the relevant MOA and such other documents as ST Shipping may reasonably require as a condition of their consent to such sale.
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Sale and Purchase of the Vessels. The Seller agrees to sell and the Buyer agrees to purchase the Vessels on the Closing Date (as hereinafter defined) on the terms and conditions hereof. The sale of the Vessel shall include all of the Vessels' appurtenances, parts, instruments, accessories and other equipment installed thereon and all stores, fuel oil and lube oil on board on the Closing Date, and such shoreside spares and other equipment associated with the Vessels which are listed on Attachment B hereto. Seller is not required to replace spare parts which are taken out of spares belonging to the Vessel and used as replacement parts on the Vessels prior to delivery; however, Seller agrees not to use any of such spares on any vessels other than the Vessels. Notwithstanding the foregoing, the sale of the Vessels hereunder does not include vessel computers or software, or the personal belongings, including personal computers and slop chests, of the Captain, officers and crew.
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Sale and Purchase of the Vessels. 2.1 Subject to the terms and conditions of this Agreement, the Sellers shall sell and the Purchasers shall purchase the individual Vessels as set out in Appendix 3. Each such Seller and Purchaser shall enter into a separate MoA in respect thereof. The MoAs shall constitute an integral part of this Agreement, but in the case of any conflict or discrepancy between the terms of the MoAs and this Agreement, the latter shall prevail.
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Sale and Purchase of the Vessels. 2.1. ER shall procure that within three days of the date of this Agreement each Seller of each Vessel enters into a memorandum of agreement with a Buyer Entity to sell the the Vessel owned by it to the Buyer Entity on substantially the terms set out in the respective Agreed Form MOA set out in Appendix 1. 2.2. SBLK shall procure that within three days of the date of this Agreement a Buyer Entity enters into a memorandum of agreement with each Seller that owns a Vessel to purchase that Vessel from that Seller on substantially the terms set out in the respective Agreed Form MOA set out in Appendix 1. 2.3. The Purchase Price (as defined in the relevant MOA) payable for each Vessel shall be: (a) USD 20,000,000 for m.v. “E.R. Borneo”; (b) USD 20,000,000 for m.v. “E.R. Buenos Aires”; (c) USD 20,000,000 for m.v. “E.R. Bayonne”, in each case to be paid by the Buyer Entity in 65% in cash and, provided that the SBLK Shares are, at the time of the Closing Date for the respective Vessel, listed on the Nasdaq Global Select Market or a comparable securities exchange, the remaining 35% by Share Consideration, otherwise in cash. There shall be no right of set-off or deduction as between Vessel sales. In case of forfeiture of the deposit, in favour of the Seller of a Vessel, as per the respective MOA, there is no obligation for the respective Buyer Entity or SBLK to cause the issuance of the respective Share Consideration for that Vessel. 2.4. Bunkers (where applicable) and lubricants ROB to be valued and acquired for cash consideration by the relevant Buyer Entity on the Closing Date of that vessel as per MOA terms. 2.5. Any cancellation or termination of a MOA for the sale of a Vessel shall have no effect on this Agreement or the MOA for the sale of any other Vessel. 2.6. As a condition precedent to a Seller’s obligation to sell a Vessel, the Chief Financial Officer of SBLK shall deliver to that Seller an officer’s certificate certifying, as of such Closing Date the number of SBLK Shares outstanding (without giving effect to the SBLK Shares issued as part of the Share Consideration for the Vessels). ER to terminate its own management agreement with Zeabone at each Closing Date and shall cause that the new Management Agreement to be executed between each Buyer and Zeaborne shall incorporate such terms whereby the Management Agreement can be terminated , with no termination fees, subject to a (30) thirty days termination notice , at each Buyers’ option. 2.7. ER shall procu...
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Sale and Purchase of the Vessels 
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  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion.

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.