Section # Purchase and Sale of Shares. Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, at the Closing, the Seller shall sell, convey, transfer, assign and deliver to the Purchasers, and the Purchasers shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting one hundred percent (100%) of the Company’s outstanding capital stock on a fully-diluted basis.
Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein,in this Agreement, at the Closing,Closing (as hereinafter defined), the SellerSellers shall sell, convey, transfer, assigntransfer and deliver to the Purchasers,Buyer all Company Shares owned by them, and the PurchasersBuyer shall purchase, acquire and acceptpurchase from the Seller,Sellers all of the Seller's right, title and interest in and to thesuch Company Shares, free and clear of any Encumbrance, such Shares constitutingwhich collectively constitute one hundred percent (100%) of the Company’sissued and outstanding shares of capital stock on a fully-diluted basis.of the Company, all of which shall be transferred to the Buyer free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind, except those contemplated by the terms of this Agreement or arising under applicable federal and state securities laws.
Subject to the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein,this Agreement, at the Closing,Closing (as defined in [Section 4] of this Agreement), the SellerShareholders shall sell, convey, transfer, assign and deliverassign, upon the terms and conditions hereinafter set forth, to the Purchasers,Buyer, free and the Purchasersclear of all liens, pledges, claims, and encumbrances of every kind, nature and description, and Buyer shall purchase, acquirepurchase and accept from the Seller,Shareholders the Shares, which comprise all of the Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting one hundred percent (100%) of the Company’s outstanding capital stock on a fully-diluted basis.of the Company.
Sale and Purchase and Sale of Shares. Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, atShares. At the Closing, theClosing (as defined in [Section 3(a)]), Seller shall sell, convey, transfer, assign and deliverconvey the Shares to Buyer, and Buyer shall purchase and acquire the Purchasers, andShares from Seller. The Shares evidenced by this agreement shall be conveyed by Seller to Buyer by means of delivery of a certificate or certificates evidencing the PurchasersShares either duly endorsed for transfer or with duly executed stock powers attached, against which Buyer shall purchase, acquire and accept frompay the Seller, all of the Seller's right, title and interest in andPurchase Price (as hereinafter defined). The Shares shall be conveyed to the Shares,Buyer by Seller free and clear of any Encumbrance, such Shares constituting one hundred percent (100%)and all liens, pledges, encumbrances, hypothecations or other claims of the Company’s outstanding capital stockany kind or nature excepting only restrictions on a fully-diluted basis.transfer imposed by federal and state securities laws and regulations.
Section # Purchase1.1Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth herein, and onin this Agreement, at the basisclosing of the representations and warranties contained herein, at the Closing, the Sellertransactions contemplated by this Agreement (the “Closing”), Sellers shall sell,transfer, convey, transfer, assign and deliverdeliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser shall purchase and acquire from Sellers, the Shares, for the Closing Payment Amount, subject to the Purchasers, and the Purchasers shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting one hundred percent (100%Post-Closing Adjustment (the “Sale”) of the Company’s outstanding capital stock on a fully-diluted basis..
Purchase of Company Stock. At the Closing, and Sale of Shares. Uponon the terms and subject to all of the conditions set forth herein,of this Agreement, Sellers will severally and on the basis of the representations and warranties contained herein, at the Closing, the Seller shallnot jointly sell, convey, transfer, assign and deliverconvey to the Purchasers,Buyer, and the Purchasers shall purchase, acquireBuyer will purchase and accept from the Seller, all of the Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constitutingSellers, one hundred percent (100%) of the Company’s outstanding capitalcommon stock on a fully-diluted basis.of the Company owned by Sellers (the “Purchased Shares”), free and clear of any and all Liens, other than Permitted Liens.
Purchase and Sale of Acquired Shares. UponAt the closing of the transactions contemplated by this Agreement (the "Closing"), upon the terms and subject to the conditions set forth herein,in this Agreement, the Company shall issue, sell, assign, transfer and on the basis of the representationsconvey to Purchaser, and warranties contained herein, at the Closing, the SellerPurchaser shall sell, convey, transfer, assignpurchase and deliver to the Purchasers, and the Purchasers shall purchase, acquire and accept from the Seller, all ofCompany, the Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting one hundred percent (100%) of the Company’s outstanding capital stock on a fully-diluted basis.Acquired Shares.
Purchase and Sale of Shares. UponSale. Subject to and upon the terms and subject toconditions of this Agreement, at the conditions set forth herein, andClosing (as defined below) on the basis of the representations and warranties contained herein, at the Closing,Closing Date (as defined below), the Seller shall sell, convey,assign, transfer, assignconvey, and deliver to the Purchasers,Purchaser, and the PurchasersPurchaser shall purchase, acquire and acceptpurchase from the Seller, all of the Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting one hundred percent (100%) of the Company’s outstanding capital stock on a fully-diluted basis.61,465,130 Shares.
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