Agreement to Sell and Purchase the Common Stock. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of shares of Common Stock set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Common Stock are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page.
2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Common Stock to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors.”
Agreement to Sell and Purchase the Common Stock. At the Closing (as defined in Section 4), the Company will sell and deliver to each Purchaser, and each Purchaser will buy from the Company and accept delivery of, the Common Stock at the price of $0.50 per share and upon the terms and conditions hereinafter set forth:
Agreement to Sell and Purchase the Common Stock. Upon the terms and subject to the conditions hereof, simultaneously with the execution and delivery of this Agreement, the Company is issuing and selling to each Investor, and each Investor is subscribing for and purchasing from the Company, the number of Shares set forth opposite such Investor's name on Schedule I hereto for an aggregate purchase price equal to the dollar amount opposite such Investor's name on Schedule I hereto (the "Purchase Price").
Agreement to Sell and Purchase the Common Stock. (a) On the basis of the representations, warranties and agreements contained in this Purchase Agreement the Company agrees to issue and sell to Purchaser, and Purchaser agrees to buy from the Company, on August 13, 1996 (the "Closing Date"), 2,800,000 Units. The price for the Units shall be $.159375 per Unit less a 10% sales commission, and Purchaser shall pay to the Company the aggregate amount set out opposite Purchaser's address on the signature page to this Purchase Agreement (the "Purchase Price"). Payment of the Purchase Price for the Shares shall be made on August 13, 1996 by Purchaser to the Company by wire transfer of immediately available funds in United States dollars to: Amount: $367,058.94 Bank: Chase Manhattan Bank, New York ABA #: 000000000 A/C #: 9301035763 For Further Credit to: ING Capital, Natural Resources Dept. Re: XCL Ltd. Amount: $34,566.06 Bank: Bank One ABA #: 065-400137 Account Name: XCL Ltd. Account #: 7101-362092
(b) In the event of any change in the issued and outstanding Common Stock of the Company by reason of stock dividends, split-up or combination of the Common Stock, reclassification of the capital stock of the Company or recapitalization of the Company which occurs on or before the Closing, the number of shares of Common Stock to be delivered to Purchaser at the Closing and the Purchase Price therefor shall be appropriately adjusted.
(c) The obligation of the Purchaser to purchase the Shares at the Closing shall be conditional upon the delivery by the Company of a written opinion of Xxxxx X. Xxxxxx, counsel to the Company, in the form attached hereto as Schedule 1 dated the Closing Date; and (d) The obligation of the Company to issue and sell the Units at the Closing shall be conditional upon:
(i) The receipt and acceptance by the Company of this Purchase Agreement for all of the Shares which shall be evidenced by execution of this Purchase Agreement by the President or any Vice President or any Director of the Company.
(ii) Delivery by Purchaser of immediately available funds in United States dollars, in the full amount of the Purchase Price, as payment in full for the purchase of the Shares.
Agreement to Sell and Purchase the Common Stock. At the Closing provided for in Section 2, the Company will issue and sell to the Purchaser and, subject to the terms and conditions of this Agreement, the Purchaser will purchase from the Company, the number of shares of the Company's Class A Common Stock, no par value per share ("Common Stock"), specified opposite the Purchaser's name on the signature page hereto at the purchase price of $8.00 per share payable in cash by wire transfer of immediately available funds. Contemporaneously with entering into this Agreement, the Company is entering into separate stock purchase agreements (the "Other Stock Purchase Agreements") identical, except with respect to choice of law and the last sentence of Section 9.6, with this Agreement with each of the Purchasers other than the Purchaser (the "Other Purchasers"), providing for the sale to each of the Other Purchasers, at such Closing and at the purchase price set forth above, of the number of shares of Common Stock specified on the signature pages to the Other Stock Purchase Agreements. The term "Shares" refers to the shares of Common Stock to be purchased by the Purchaser under this Agreement and the Other Purchasers under the Other Stock Purchase Agreements.
Agreement to Sell and Purchase the Common Stock. At the Closing (as defined in Section 2), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, upon the terms and conditions hereinafter set forth, Three Million (3,000,000) shares (the "Shares") of the Company's Common Stock (the "Common Stock") for a purchase price per share of Ten Dollars ($10.00), which results in an aggregate purchase price for the Shares of Thirty Million Dollars ($30,000,000).
Agreement to Sell and Purchase the Common Stock. (a) On the basis of the representations, warranties and agreements contained in this Purchase Agreement but subject to the terms and conditions set forth in this Purchase Agreement and the Compensation Agreement the Company agrees to issue and sell to Purchaser, and Purchaser agrees to buy from the Company, effective October 1, 1997, or on such other date as shall be mutually agreed upon by the Company and Purchaser (the "Closing Date"), 800,000 Shares. The Company has agreed to issue the Shares to the Purchaser as compensation for services under the Compensation Agreement.
(b) The completion of the sale and purchase of the Common Stock (the "Closing") shall take place at the offices of the Company on the Closing Date. At the Closing, the Company shall deliver to the Purchaser, or his designees, one or more stock certificates representing the Shares each registered in the name of Purchaser or its nominee, against payment of the Purchase Price therefor to the Company as set forth in Section 1(a) of this Purchase Agreement.
(c) In the event of any change in the issued and outstanding Common Stock of the Company by reason of stock dividends, split-up or combination of the Common Stock, reclassification of the capital stock of the Company or recapitalization of the Company which occurs on or before the Closing, the number of shares of Common Stock to be delivered to Purchaser at the Closing and the Purchase Price therefor shall be appropriately adjusted. In addition, in the event that any cash dividends on the Common Stock of the Company shall be payable to shareholders of record as of a record date that falls on any date within the period on and from the time of execution of this Purchase Agreement to and including the Closing Date, the price per share of Common Stock payable by Purchaser shall be reduced by the amount of such cash dividend per share of Common Stock.
(d) The obligation of the Purchaser to purchase the Shares at the Closing shall be conditional upon the delivery by the Company, on behalf of all the Purchasers, to the extent that the Closing Date shall be a date other than the date of this Purchase Agreement, a certificate of an officer of the Company as to the correctness in all material respects of the representations and warranties of the Company contained in Section 2 of this Purchase Agreement as of the Closing Date, in the form attached hereto as Schedule 2 dated the Closing Date.
(e) The obligation of the Company to issue and sell the Sh...
Agreement to Sell and Purchase the Common Stock. 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 set forth herein, the aggregate number of shares of Common Stock shown below: Number of Shares Aggregate of Common Stock Purchase Price The Company proposes to enter into substantially this same form of purchase agreement with certain other investors (the "Other Purchasers") and expects to complete sales of shares of Common Stock to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchasers," and this Agreement and the agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchase Agreements." In addition, the Company also proposes to enter into a Securities Purchase Agreement with General Electric Capital Corporation ("GECC") pursuant to which GECC shall agree to acquire (i) five million shares of the Company's Common Stock par value $.001 per share (the "Common Stock"), at an aggregate purchase price of $5,000,000, (ii) the Company's 10% Subordinated Pay-In-Kind Notes due August 31, 2001 (the "Notes"), in the initial aggregate principal amount of $5,000,000 and (iii) in connection with the sale of the Notes, a warrant (the "Warrant") to purchase 1,400,000 shares of Common Stock (the "Securities Purchase Agreement"). The Purchase Agreements and the Securities Purchase Agreement are hereinafter sometimes collectively referred to as the "Agreements."
Agreement to Sell and Purchase the Common Stock. At the Closing (as defined in Section 2), Seller will sell to each Purchaser, and each Purchaser will buy from Seller, upon the terms and conditions hereinafter set forth, the number of shares of the Company's common stock, $0.01 par value, set forth next to such Purchaser's name on Schedule I hereto (the "Shares") at a purchase price per Share of $4.0625. Seller also agrees to assign to the Purchasers, with the Shares, any and all registration rights Seller has under that certain Stock and Warrant Purchase Agreement dated October 27, 1987 between the Company and Seller and that certain Stock Purchase Agreement dated February 23, 1989 between the Company and the Investors listed therein (collectively, the "Stock Purchase Agreements"), and pursuant to Section 17 of each of the Stock Purchase Agreements, the Company agrees to honor such rights as exercised by the Purchasers pursuant to the terms of this Agreement.
Agreement to Sell and Purchase the Common Stock
