Sale Purchase and Assignment of the Shares Clause Samples

Sale Purchase and Assignment of the Shares. 2.1 The share capital of Target amounts to a total of EUR 60,000 (Euro sixty thousand) and is fully paid up. Seller is the only shareholder in Target owning shares in the aggregate nominal amount of EUR 60,000 (Euro sixty thousand) ("SHARES"). 2.2 Seller herewith sells the Shares to Purchaser pursuant to the terms and conditions of this Agreement. 2.3 Purchaser herewith purchases the Shares from Seller pursuant to the terms and conditions of this Agreement. 2.4 Seller herewith agrees to assign and transfer the Shares to Purchaser and Purchaser hereby agrees to accept such assignment and transfer. 2.5 The assignment and transfer of the Shares to Purchaser shall be effected by way of a notarial transfer deed in the form of the draft attached hereto as SCHEDULE 2.5 ("TRANSFER DEED") on the Closing Date. 2.6 Economically, the Shares will be deemed to have transferred with effect as of the Effective Date and together with all rights and obligations arising from the Shares. The Parties undertake to put each other in the position they would have been in had the assignment and transfer of the Shares been effected on the Effective Date. 2.6.1 On the Signing Date Seller will resolve on the distribution of an interim dividend in the amount of EUR 200,000 (in words: Euro two hundred thousand) which shall be paid in cash to Seller prior to or on December 31, 2003. 2.6.2 Prior to or on December 31, 2003 Seller will resolve on a further distribution of an interim dividend which shall be, to the extent possible, paid in cash to Seller prior to or on December 31, 2003 and shall for the remainder be treated as an interest bearing shareholder loan on the books of Target. A copy of this resolution shall be attached to the Transfer Deed and evidence of the cash payment, if any, shall be provided on the Closing Date. 2.6.3 Prior to or on January 31, 2004 Seller will resolve on the distribution of dividends for the business year ending on December 31, 2003 which shall be, to the extent possible, paid in cash to Seller prior to the Closing Date which cash payment shall first be used for redemption of the shareholder loan booked based on the resolution under Section 2.6.2 above and shall for the remainder be treated as an interest bearing shareholder loan on the books of Target. A copy of this resolution shall be attached to the Transfer Deed and evidence of the cash payment, if any, shall be provided on the Closing Date. 2.6.4 The interest bearing shareholder loans booked based o...
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Sale Purchase and Assignment of the Shares. 2.1 Seller, upon the terms and conditions of this Agreement, hereby sells the Shares with all rights and obligations pertaining thereto, and Purchaser accepts such sale. 2.2 Seller hereby assigns with in rem effect (mit dinglicher Wirkung), subject to the condition precedent (aufschiebende Bedingung) that the Seller delivers to Purchaser the confirmation of receipt of the Purchase Price and the Intercompany Debt Balance in accordance with Section 4.2.2 below, the Shares with all rights and obligations pertaining thereto. Purchaser hereby accepts the assignment of the Shares in accordance with the foregoing sentence. 2.3 For reasons of precaution, Seller as the sole shareholder of the Company hereby in accordance with Section 5.1 of the articles of association of the Company explicitly approves the assignment of the Shares according to Sections 2.1 and 2.2 above.
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Sale Purchase and Assignment of the Shares 
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Related to Sale Purchase and Assignment of the Shares

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Fredd▇▇ ▇▇▇; (▇) sh▇▇▇ ▇▇▇e a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

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  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.