Closing of Purchase and Sale; Purchase Price Sample Clauses

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereof, (ii) a Note with a face amount equal to such Investor’s Pro Rata Share (as defined below) of $5,350,455, and (iii) a Warrant. The purchase price for the Preferred Shares, Note and Warrant being purchased by each Investor at the Closing (collectively, the “Purchased Securities”) shall be equal to the sum of (x) the aggregate Stated Value of such Preferred Shares plus (y) 93.45% of the face amount of such Note (the “Purchase Price”). The closing of the purchase and sale of the Purchased Securities (the “Closing”) will be deemed to occur at the offices of Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to Closing described in Article 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be and (C) each Investor shall have delivered the Purchase Price to the Company by wire transfer of immediately available funds against physical delivery of duly executed certificates representing the Purchased Securities being purchased by such Investor. The date on which the Closing occurs is referred to herein as the “Closing Date”.
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Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Shares set forth below such Investor’s name on the signature pages hereof, and (ii) a Warrant. The date on which the closing of such purchase and sale occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Mxxxxx Song LLP, 700 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Section 5 hereof has been satisfied or waived as specified therein and (C) full payment of each Investor’s Purchase Price (as defined below) has been made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of a duly executed certificates representing the Shares and Warrant being purchased by such Investor.
Sample 1See All (4)
Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and the Investor agrees to purchase the Shares and the Warrant. The date on which the closing of such purchase and sale occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered to the Investor by the Company and, to the extent applicable, by the Investor, (B) each of the conditions to the Closing described in Section 5 hereof has been satisfied or waived as specified therein and (C) full payment of the Investor’s Purchase Price (as defined below) has been made by the Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Shares and the Warrant being purchased by the Investor.
Sample 1
Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Original 2013 Securities Purchase Agreement, the Company agreed to sell and each Investor agreed to purchase (i) the number of Shares set forth below such Investor’s name on the signature pages thereof, and (ii) a Warrant. The date on which the closing of the purchase and sale pursuant to the terms of the Original 2013 Securities Purchase Agreement occurred (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing was deemed to occur at the offices of Exxxxxx Bxxxxx & Green, P.C., 200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, within two (2) business days following the satisfaction or waiver of the conditions to the Closing set forth in Section 5 thereof. At the Closing, the Escrow Agent (i) released the aggregate Purchase Price to the Company, (ii) delivered the Warrants to the Investors and (iii) delivered the Transfer Agent Instruction Letter to the Company’s transfer agent.
Sample 1
Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Shares set forth below such Investor’s name on the signature pages hereof, and (ii) a Warrant. The date on which the closing of the purchase and sale pursuant to the terms of this Agreement occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Exxxxxx Bxxxxx & Green, P.C., 200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, within two (2) business days following the satisfaction or waiver of the conditions to the Closing set forth in Section 5 hereof. At the Closing, the Escrow Agent shall (i) release the aggregate Purchase Price to the Company, (ii) deliver the Warrants to the Investors and (iii) deliver the Transfer Agent Instruction Letter to the Company’s transfer agent.
Sample 1

Related to Closing of Purchase and Sale; Purchase Price

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

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