Agreement to Sell and Purchase Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as hereinafter defined), and the Company agrees to sell and issue to the Investor at the Closing, 5,217,391 (collectively, the "Shares") shares of the Company's common stock, par value $.01 per share ("Common Stock") for the purchase price of $5.75 per share and for an aggregate purchase price of $30,000,000.
Agreement to Sell and Purchase Shares. (a) At the Closing Date (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,______________ shares of Common Stock at the purchase price per Share equal to 20% below the average of the daily high and low trading prices of the Common Stock on the Nasdaq National Market on the five (5) trading days preceding the Commitment Date (as defined in Section 3) (the "Stock Purchase Price"). As of the date hereof such Stock Purchase Price is equal to $ _______ per share of Common Stock, for an aggregate stock purchase price of $ _________________ (the "Aggregate Stock Purchase Price").
(b) The Company proposes to enter into a similar form of Stock Purchase Agreement ("Other Stock Purchase Agreements") with certain other investors (the "Other Purchasers"). The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchasers," and this Stock Purchase Agreement and the Other Stock Purchase Agreements are hereinafter sometimes collectively referred to as the "Agreements." The Company may enter into Other Stock Purchase Agreements with Other Purchasers prior to the Closing Date which may differ from this Stock Purchase Agreement with respect to pricing or other terms. If such material differences are present in the Other Stock Purchase Agreements executed by Other Purchasers prior to the Closing Date, the Company will notify the Purchaser by distributing a supplemental Private Placement Memorandum disclosing such terms.
(c) In the event the Other Stock Purchase Agreements executed with Other Purchasers prior to the Closing Date include a price per share of Common Stock which is less than $______ per share (the "Lower Share Price"), upon the Closing Date, the Purchaser shall be granted additional shares of Common Stock equal to the Aggregate Purchase Price divided by the Lower 2 Share Price, less the number of shares of Common Stock purchased by the Purchaser (the "Supplemental Shares").
Agreement to Sell and Purchase 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 Shares, at a purchase price per Share equal to the Offering Price for an aggregate purchase price of $5,000,000 (the "Purchase Price"). As used herein, the term "Offering Price" shall mean the price per share of the shares of Common Stock sold to the public in connection with the closing by the Company of its initial public offering (the "Public Offering Closing") pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act").
Agreement to Sell and Purchase Shares. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to transfer irrevocably and convey the Shares to the Buyer, and the Buyer hereby agrees to pay the aggregate purchase price of $ , or $ per share, for the Shares at the Closing (as defined below) in a Single Payment or Purchase Payment Plan as agreed upon and expressed in writing attached to this Agreement as a supplemental provision.
Agreement to Sell and Purchase Shares. On the basis of the representations and warranties contained in this Accredited Investor Stock Purchase Agreement (this "Agreement"), and subject to its terms and conditions and further subject to acceptance of this Agreement by the Company, the Company agrees to issue and sell the Shares to the Purchaser and the Purchaser agrees, to purchase from the Company the amount of Shares set forth on the signature page hereof which is $3,000,000 in principal amount of Shares in the aggregate.
Agreement to Sell and Purchase Shares. Subject to the terms and conditions of this Agreement, in consideration of the Total Purchase Consideration to be paid by the Purchaser to the Selling Shareholders, in the manner hereinafter set out, and in consideration of the mutual covenants set out herein, each Selling Shareholder agrees to sell and the Purchaser agrees to purchase from the Selling Shareholders all of the Sale Shares along with the good will, by purchasing the First Tranche Shares on the First Closing Date, and the Second Tranche Shares on the Second Closing Date, free from all and any Encumbrance whatsoever and together with all rights and advantages now and hereafter attaching or accruing thereto (save for such rights that have been revoked or already provided in favour of the Purchaser at First Closing Date), so that the Purchaser will upon transfer of the Sale Shares in its name, receive full legal and beneficial ownership and all shareholder rights relating thereto. The sale and purchase of the Sale Shares, together with the payment of the Total Purchase Consideration as mentioned hereinabove shall be effected in accordance with Table 1 herein below. First Tranche Shares 75.1 % First Tranche Consideration First Closing Date Second Tranche Shares 24.9 % Second Tranche Consideration On or before Earnout Payment Date Total 100.00 %
Agreement to Sell and Purchase Shares. 1.1. On and subject to the terms of this Agreement, each Shareholders hereby agrees to sell to SSH, and SSH hereby agrees to purchase from such Shareholder, free from any and all encumbrances, the shares in SSH set forth opposite such Shareholder’s name in Schedule 1 (the “SSH Shares”). The consideration payable by SSH to each Shareholder for such Shareholder’s SSH Shares shall be the issue and allotment by SPG to such Shareholder the shares in SPG set forth opposite such Shareholders’ name in Schedule 1 (the “SPG Shares”), credited as fully paid.
1.2. Schedule 2 hereto sets forth the capitalization table of SPG immediately following the completion.
Agreement to Sell and Purchase Shares. Subject to the terms and conditions set forth in this Agreement, Seller agrees to, and agrees to cause NewCo to, sell, convey, transfer, assign, and deliver to Purchaser, and Purchaser agrees to purchase from NewCo on the Closing Date, by appropriate Equity Interests xxxxxx, xxxx of sale, assignment and all other instruments reasonably satisfactory to Purchaser, for the Purchase Price, the Interests. Seller agrees to, and agrees to cause NewCo to, xxxxx the Interests free and clear of all Liabilities and Liens. Upon acquisition on the Closing Date of the Interests, Purchaser will acquire the Company and all of the assets and properties of the business of the Company.
Agreement to Sell and Purchase Shares. Sellers agree to sell the Shares to Buyers, and Buyers agree to purchase the Shares from Seller, for a purchase price of One Dollar and Thirteen Cents ($1.13) per Share (the "Purchase Price"), as more fully set forth below: Sellers: Xx. Xxxxxx will sell 12,257 Shares, for an aggregate Purchase Price of $13,850.41; The X. X. Xxxxxx Trust will sell 31,236 Shares, for an aggregate Purchase Price of $35,296.68; and Eagle will sell 211,606 Shares, for an aggregate Purchase Price of $239,114.78. Buyers: The Xxxxx Xxxxxx Trust will purchase 127,549 Shares, for an aggregate Purchase Price of $144,130.37. Of this amount, (i) $13,850.41 shall be paid to Xx. Xxxxxx (for 12,257 Shares), (ii) $35,296.68 shall be paid to the X. X. Xxxxxx Trust (for 31,236 Shares) and (iii) $94,983.28 shall be paid to Eagle (for 84,056 Shares); and The Xxxxxx Xxxxxx Trust will purchase 127,550 Shares, for an aggregate Purchase Price of $144,131.50, all of which shall be paid to Eagle.
Agreement to Sell and Purchase Shares. At the Closing (as defined in Section 3), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth below in cash or upon delivery of the securities of the Company identified below shown below: Number of Shares to be Purchased Aggregate Price Security Exchanged in Full Payment of the Aggregate Price $ The Company proposes to enter into this same form of purchase agreement with certain other investors (the “Other Purchasers”) and expects to complete sales of Shares to them either for cash or in exchange for Other Company Securities. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the “Purchasers,” and this Agreement and the purchase agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the “Agreements.”
