PURCHASE AND SALE OF COMMON Sample Clauses

PURCHASE AND SALE OF COMMON. STOCK 1.1
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PURCHASE AND SALE OF COMMON. STOCK 8 2.1 Purchase and Sale of Common Stock....................................................8 2.2
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PURCHASE AND SALE OF COMMON. STOCK PURSUANT TO THE TENDER OFFER; AGREEMENT IN THE EVENT OF TERMINATION OF THE TENDER OFFER. Upon the commencement of the Tender Offer each Seller shall forthwith tender, or cause the Registered Owner controlled by him to tender, the shares of Common Stock beneficially owned by him as set forth on Schedule I pursuant to the terms of the Tender Offer and not withdraw such shares of Common Stock, and Purchaser shall, subject to the conditions of the Tender Offer, take up and pay for the shares of Common Stock so tendered on the date provided in (the "Tender Offer Acquisition Date"), and otherwise pursuant to the terms of, the Tender Offer. Upon the consummation of the Tender Offer, Sections 3.1.2, 3.1.3 and 3.1.4 hereof shall become null and void and of no further force and effect between the parties. In the event that the Tender Offer shall be terminated prior to Purchaser's taking up and paying for shares of the Common Stock, Sections 3.1.2, 3.1.3 and 3.1.4 hereof shall remain in full force and effect as an agreement between the parties.
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PURCHASE AND SALE OF COMMON. As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from each such Seller, all of the shares of Common held by such Seller as such ownership is set forth on Section 1.02 of the Disclosure Schedules. The purchase price to be paid by Buyer at the Closing to each Seller for the shares of Common held by such Seller shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Seller at least two business days before the Closing, of an amount of cash equal to the product of (x) the Estimated Common Purchase Price, multiplied by (y) the number of shares of Common held by such Seller as of immediately prior to the Closing divided by (z) the number of shares of Common issued and outstanding immediately prior to the Closing. Such payment shall be subject to the Purchase Price True-Up Holdback as described below.
Sample 1
PURCHASE AND SALE OF COMMON. Subject to the terms and conditions hereof, on the Closing Date (as hereinafter defined) the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company at a purchase price per share determined as set forth below, the Shares for a total of $2,000,000 as set forth in Section 2 below. The per share purchase price (the "Purchase Price") to be paid by the Purchaser for the Shares to be purchased from the Company on the Closing Date shall be equal to the average closing sale price for the Company's Common Stock as reported in the WALL STREET JOURNAL for the thirty (30) day period ending as of the date three (3) business days prior to the Closing Date. The number of Shares to be issued to the Purchaser at the Closing shall be determined by dividing the amount of $2,000,000 by the Purchase Price and rounding up or down to the nearest whole share.
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PURCHASE AND SALE OF COMMON. STOCK 2.1 Common Stock . . . . . . . . . . . . . . . . . . . . 8 2.2
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PURCHASE AND SALE OF COMMON. SHARES 1 1.1 Redemption of Common Shares 1 1.2 Purchase Price 1 Article 2. CLOSING OF THE TRANSACTION 2 2.1 The Closing 2 2.2 Deliveries at the Closing 2
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PURCHASE AND SALE OF COMMON. STOCK 1 1.1 Conversion; Sale and Issuance of Common Stock 1 1.2 Closing; Delivery 1 1.3 Defined Terms Used in this Agreement 1 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3 2.1 Organization, Good Standing, Corporate Power and Qualification 3 2.2 Capitalization 3 2.3 Subsidiaries 4 2.4 Authorization 4 2.5 Valid Issuance of Shares 4 2.6 Governmental Consents and Filings 5 2.7 Litigation 5 2.8 Intellectual Property 5 2.9 Compliance with Other Instruments 6 2.10 Agreements; Actions 6 2.11 Certain Transactions 7 2.12 Rights of Registration and Voting Rights 7 2.13 Property 7 2.14 Financial Statements 7 2.15 Changes 8 2.16 Employee Matters 9 2.17 Tax Returns and Payments 10 2.18 Insurance 10 2.19 Employee Agreements 10 2.20 Permits 10 2.21 Corporate Documents 10 2.22 Environmental and Safety Laws 10 2.23 Disclosure 11 2.24 Foreign Corrupt Practices Act 11 2.25 Data Privacy 11 2.26 Export Control Laws 12 2.27 FDA Approvals 12 2.28 FDA Regulation 12 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 12 3.1 Authorization 13 3.2 Purchase Entirely for Own Account 13 3.3 Disclosure of Information 13 3.4 Restricted Securities 13 3.5 No Public Market 13 3.6 Legends 13 3.7 Accredited Investor 14 3.8 Foreign Investors 14 3.9 No General Solicitation 14 3.10 Residence 14 4. COVENANTS OF THE COMPANY 14 4.1 Operate in Ordinary Course 14 5. CLOSING CONDITIONS 14 5.1 Conditions to the Purchaser's Obligations at Closing 14 5.2 Conditions of the Company's Obligations at Closing 16
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Related to PURCHASE AND SALE OF COMMON

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • 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 and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

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