Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of each of the Company and the Selling Shareholder herein contained and subject to all the terms and conditions of this underwriting agreement (this "AGREEMENT"), the Company and the Selling Shareholder agree, severally and not jointly, to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase at a purchase price of $______ per Share, from the Company the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be sold by the Company and from the Selling Shareholder the number of Selling Shareholder Shares set forth opposite the Selling Shareholder's name in Schedule I hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Shareholder hereunder.
(b) Subject to all the terms and conditions of this Agreement, the Selling Shareholder grants the Selling Shareholder Option and the Company grants the Company Option to the several Underwriters to purchase, severally and not jointly, the Selling Shareholder Option Shares and the Company Option Shares, respectively, at the same price per Share as the Underwriters shall pay for the Firm Shares. Each Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "OPTION SHARES NOTICE") in writing or by telephone (confirmed in writing) by the Underwriters to the Selling Shareholder and the Company, no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "OPTION CLOSING DATE") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On each Option Closing Date, the Selling Shareholder and the Company will sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, in each case in an amount equal to the respective percentage of Firm S...
Agreement to Sell and Purchase. Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, the Note. The sale of the Note on the Closing Date shall be known as the “Offering.” The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable upon exercise of the Warrant are referred to as the “Securities.”
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof.
(b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.
Agreement to Sell and Purchase. Seller agrees to sell to Purchaser, and Xxxxxxxxx agrees to purchase from Seller, subject to the terms and conditions of this Agreement, that certain real (immovable) property consisting of land and all the building and other improvementssituated thereon and located at 000 X 0xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, all as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with any predial servitudes, easements and appurtenances pertaining thereto (collectively, the “Property”), but excluding any equipment, trade fixtures and personal property, including, without limitation, the signage or other marks of Seller’s name, logo or brand that Seller may elect to remove prior to Settlement (as hereinafter defined). Purchaser acknowledges that Sellerbecamethe ownerof the Property as a result of various corporate acquisitions and/or mergers, and that Seller has no direct, first-hand knowledge or familiarity with, and Seller hereby specifically disclaims and makes no representations or warranties whatsoever with respect to, the title, dimensions or legal description of the Property, including, without limitation, whether the legal description of the Property is over-inclusive or under- inclusive or in any other manner inaccurate, incomplete or defective. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller will remove its security system and equipment from the Property on or prior to the Settlement Date (as defined below), and in so doing, Seller shall leave any wires protruding from the walls in a visible, accessible and wrapped condition. Seller shall be entitled, but not required, to leave in the Property any existing vaults, vault doors and associated equipment, teller counters and safety deposit boxes.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, a Note in the aggregate principal amount of $3,000,000 convertible in accordance with the terms thereof into shares of the Company's Common Stock in accordance with the terms of the Note and this Agreement. The Note purchased on the Closing Date shall be known as the "Offering." A form of the Note is annexed hereto as Exhibit A. The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable in payment of the Note, upon conversion of the Note and upon exercise of the Warrant are referred to as the "Securities."
Agreement to Sell and Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in the following:
(a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a);
(b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date;
(c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder;
(d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date;
(e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers;
(f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets;
(g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and
(h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and m...
Agreement to Sell and Purchase. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the “Property”):
(a) the Land;
(b) the Improvements;
(c) all of Seller’s right, title and interest in and to the Leases, any guaranties of the Leases and the Security Deposits;
(d) the Personal Property; and
(e) the Intangible Property.
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Agreement to Sell and Purchase. Seller hereby agrees to sell and convey and Buyer hereby agrees to purchase and accept the Subject Property upon the terms and subject to the conditions set forth in this Contract.
