Common use of Issuance, Sale and Purchase Clause in Contracts

Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 shares of Common Stock equal to 23.37% of the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share) at a price of $0.16 per share, for an aggregate cash consideration of $78,885,000 (the aggregate purchase price payable pursuant to this Section 1.1, the “Purchase Price”).

Appears in 4 contracts

Samples: FNB United Corp., FNB United Corp., Oak Hill Capital Management Partners III LP

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Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 484,375,000 shares of Common Stock equal to 23.3723.02% of the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share) at a price of $0.16 per share, for an aggregate cash consideration of $78,885,000 77.5 million (the aggregate purchase price payable pursuant to this Section 1.1, the “Purchase Price”).

Appears in 2 contracts

Samples: Investment Agreement (FNB United Corp.), Investment Agreement (FNB United Corp.)

Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 493,750,000 shares of Common Stock equal to 23.3723.43% of the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share) at a price of $0.16 per share, for an aggregate cash consideration of $78,885,000 79.0 million (the aggregate purchase price payable pursuant to this Section 1.1, the “Purchase Price”).

Appears in 2 contracts

Samples: FNB United Corp., FNB United Corp.

Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 160,000 shares of Class A Common Stock equal to 23.37% of (the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share“Shares”) at a per share purchase price of $0.16 per share, for an aggregate cash consideration of $78,885,000 1.78 (the “Per Share Purchase Price”), payable to the Company in immediately available funds at the Closing. The aggregate purchase price payable pursuant to this Section 1.1, 1.1 is referred to herein as the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 2,808,989 shares of Class A Common Stock equal to 23.37% of (the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share“Shares”) at a per share purchase price of $0.16 per share, for an aggregate cash consideration of $78,885,000 1.78 (the “Per Share Purchase Price”), payable to the Company in immediately available funds at the Closing. The aggregate purchase price payable pursuant to this Section 1.1, 1.1 is referred to herein as the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

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Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 148,800 shares of Class A Common Stock equal to 23.37% of (the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share“Shares”) at a per share purchase price of $0.16 per share, for an aggregate cash consideration of $78,885,000 1.78 (the “Per Share Purchase Price”), payable to the Company in immediately available funds at the Closing. The aggregate purchase price payable pursuant to this Section 1.1, 1.1 is referred to herein as the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 561,797 shares of Class A Common Stock equal to 23.37% of (the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share“Shares”) at a per share purchase price of $0.16 per share, for an aggregate cash consideration of $78,885,000 1.78 (the “Per Share Purchase Price”), payable to the Company in immediately available funds at the Closing. The aggregate purchase price payable pursuant to this Section 1.1, 1.1 is referred to herein as the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

Issuance, Sale and Purchase. On the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, free and clear of any Liens, 493,031,250 737,861 shares of Non-Voting Common Stock equal to 23.37% of (the Common Shares outstanding at the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share) at a per share purchase price of U.S. $0.16 per share, for an aggregate cash consideration of $78,885,000 1.59 (the “Per Share Purchase Price”), payable to the Company in immediately available funds at the Closing. The aggregate purchase price payable pursuant to this Section 1.1, 1.1 is $1,173,198.99 and is referred to herein as the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

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