INITIAL PURCHASE OF COMMON SHARES Sample Clauses

INITIAL PURCHASE OF COMMON SHARES. Upon execution of this Agreement, the Company shall agree to purchase one million of Allin's Shares and one million of Allin Trust Shares (collectively the "INITIAL SHARES") through the issuance to each of Allin and the Allin Trust, as applicable, of a promissory note (collectively the "SHARE NOTES") in the principal amount of Eight Hundred Thousand Dollars ($800,000) with a maturity date of June 30, 2006 and bearing interest at a rate of 8% per annum. During the term of the Share Notes, interest payments must be paid quarterly by the Company on the last day of the month in August, November, February and May. A copy of the form of the Share Notes is attached hereto as Exhibit B. The Initial Shares will be held in escrow ("ESCROW") by a mutually agreed to designee ("ESCROWEE") with the Company paying all fees for the escrow services in advance. A copy of the form of the Escrow Agreement agreed to by the parties hereto is attached hereto as Exhibit C, and the parties hereto agree to act in good faith to make modifications reasonably requested by the Escrowee (the final Escrow Agreement which shall be executed by the parties hereto and the Escrowee shall hereinafter be referred to as the "ESCROW AGREEMENT"). The Allin Parties shall deposit the Initial Shares into Escrow with the Escrowee by 5:00 p.m. Central Daylight Time on June 3, 2005 or within 24 hours after the execution of the Escrow Agreement. The Escrow Agreement shall provide that the Escrowee shall deliver the Initial Shares to the Company on July 20, 2006, or on any earlier date provided for in the Escrow Agreement, provided that the Company has made all payments due and owing under the terms of the Share Notes. In the event the Follow-On-Financing shall have occurred and, subsequent thereto, the Company fails to fully satisfy any of its obligations under the Share Notes, and such failure shall be continuing for a period of 5 days after written notice thereof is received by the Company from either Allin and/or the Allin Trust, Allin and/or the Allin Trust may either (1) demand that the Initial Shares be immediately returned to Allin and the Allin Trust in full satisfaction of any then remaining amounts owed by the Company under the Share Notes, in which instance the Company will lose all rights to purchase the Initial Shares, or (2) commence litigation within the applicable statute of limitations and/or repose seeking payment of outstanding amounts and damages from the Company for breach of this Ag...
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Related to INITIAL PURCHASE OF COMMON SHARES

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Forward Purchase Warrants The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.

  • Purchase of Firm Securities On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company, the Units, at a purchase price (the “Purchase Price”) (prior to discount and commissions) of $[ ] per Unit (or $[ ] per Unit net of discount and commissions).

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

  • Delivery and Registration of Shares of Common Stock TCF Financial’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state, or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities law or regulation. TCF Financial shall not be required to deliver any shares upon exercise of the Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.

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