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. 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. (a) To the extent the Initial Investors purchase Direct Subscription Shares or Unsubscribed Shares pursuant to the EPCA, the Initial Investors shall sell to each Additional Investor (i) the sum of (A) the aggregate amount of Direct Subscription Shares purchased by the Initial Investors plus (B) the aggregate amount of Unsubscribed Shares purchased by the Initial Investors multiplied by (ii) the fractional amount set forth for each Additional Investor as set forth on Schedule I hereto, rounded down to the next whole Share for the aggregate Purchase Price; provided, that the Purchase Price payable by any Additional Investor shall not be increased above $38.39 per Share without the written consent of such Additional Investor. No Additional Investor shall be required to purchase more than its maximum number of Unsubscribed Shares as set forth on Schedule I hereto. The Shares to be sold to and purchased by the Additional Investors as set forth in this Section 2(a) are referred to as the "Purchased Shares". The product of the Purchase Price multiplied by the number of Purchased Shares that each Additional Investor is obligated to purchase pursuant hereto is referred to herein as such Additional Investor's "Purchase Commitment."
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. 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.
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. Table 1 Date of Transfer of Percentage of Consideration Amount Shares & Payment Particulars Shares Transferred Payable Date 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. 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. 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. (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 of $______(the "Stock Purchase Price").
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. Section 2.2
