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Common use of Buy-In Clause in Contracts

Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of Securities that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securities) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securities, times (b) the closing bid price of such security on the Deadline Date.

Appears in 7 contracts

Samples: Securities Purchase Agreement (First Bancshares Inc /MS/), Securities Purchase Agreement (First Bancshares Inc /MS/), Securities Purchase Agreement (Ecb Bancorp Inc)

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Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of Securities that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securities) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securities, times (b) the closing bid price Closing Bid Price of such security on the Deadline Date.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Heritage Commerce Corp), Securities Purchase Agreement (Center Financial Corp), Securities Purchase Agreement (Heritage Commerce Corp)

Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities shares of Common Stock (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of Securities shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securitiesshares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securitiesshares of Common Stock, times (b) the closing bid price of such security Closing Bid Price per share on the Deadline Date.

Appears in 2 contracts

Samples: Share Purchase Agreement (Saratoga Resources Inc /Tx), Share Purchase Agreement (Cyalume Technologies Holdings, Inc.)

Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of Securities that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securities) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of Securities, times (bB) the closing bid price of such security on the Deadline Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Citizens Community Bancorp Inc.)

Buy-In. If the Company Corporation shall fail for any reason or for no reason to issue to a Purchaser an Investor unlegended certificates within three (3) Trading Days trading days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such PurchaserInvestor, if on or after the Trading Day trading day immediately following such three (3) Trading Day trading day period, such Purchaser purchases Investor purchases, or a broker through whom Investor has sold shares of Common Stock (a “Buy-In Broker”) purchases, (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) of Common Stock to deliver in satisfaction of a sale by the holder of Securities shares of Common Stock that such Purchaser Investor anticipated receiving from the Company Corporation without any restrictive legend (a “Buy-In”), then the Company Corporation shall, within three (3) Trading Days business days after such PurchaserInvestor’s request and in such PurchaserInvestor’s sole discretion, either (i) pay cash to the Purchaser Investor in an amount equal to such PurchaserInvestor’s or Buy-In Broker’s total purchase price (including brokerage commissions, if any) for the Securities shares of Common Stock so purchased (the “Buy-In Price”), at which point the CompanyCorporation’s obligation to deliver such certificate (and to issue such Securitiesshares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser Investor a certificate or certificates representing such Securities shares of Common Stock and pay cash to the Purchaser Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securitiesshares of Common Stock, times (b) the closing bid price of such security on the Deadline Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Western Alliance Bancorporation)

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Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above above, including but not limited to the signed and completed Certificate of Sale (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Trading Business Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) of Common Stock to deliver in satisfaction of a sale by the holder of Securities shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securitiesshares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securitiesshares of Common Stock, times (b) the closing bid price of such security Closing Bid Price on the Deadline Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Micromet, Inc.)

Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”)) with respect to Securities held by such Purchaser, then, in addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) of Common Stock to deliver in satisfaction of a sale by the holder of Securities shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securitiesshares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities shares of Common Stock and pay cash to the such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securitiesshares of Common Stock, times (b) the closing bid price of such security Closing Bid Price on the Deadline Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.)

Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of Securities that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Securities) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such Securities and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of Securities, times (b) the closing bid price Closing Bid Price per share of such security quoted on the Trading Market on the Deadline Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (North Valley Bancorp)

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