Purchase and Sale of Products (a) Pursuant to Purchase Orders issued by MLNA/MLMX, Supplier shall sell and deliver to MLNA/MLMX, and MLNA/MLMX shall purchase from Supplier, Products specified in Purchase Orders. Such purchases and sales shall be for Products and Prices set forth on Schedule A. Any Affiliate of MLNA/MLMX shall also be entitled to issue Purchase Orders and purchase Products from Supplier under the terms of this Agreement. Only the specific MLNA/MLMX Party issuing a Purchase Order will be liable to Supplier for obligations in connection with a Purchase Order. Neither MLNA or MLMX or any Affiliate of either of them will be liable to Supplier for any obligations of any other MLNA/MLMX Party or Affiliate.
(b) During the term hereof, MLNA/MLMX may, but shall not be required to, provide Supplier with estimates or forecasts of MLNA/MLMX´s requirements for Products from Supplier. Any forecasts or estimates are for information purposes only and may be modified by MLNA/MLMX at any time and in its sole discretion. Any product quantities cited in or pursuant to this Agreement, except for quantities cited in a Purchase Order as firm, are preliminary and non-binding only. MLNA/MLMX makes no representation, warranty or agreement as to the quantity of products that it will purchase from Supplier, if any, or that MLNA/MLMX will buy Products exclusively from Supplier.
(c) MLNA/MLMX shall issue Purchase Orders to Supplier and Supplier shall confirm to MLNA/MLMX the receipt of each Purchase Order issued hereunder (each, a "Confirmation") within [NUMBER] Business Days following Supplier's receipt thereof. Each Confirmation must reference MLNA/MLMX's Purchase Order number and confirm acceptance of the Purchase Order unless Supplier timely advises MLNA/MLMX that Supplier is unwilling to accept any terms or conditions in the applicable Purchase Order that conflict with the terms and conditions of this Agreement. If Supplier fails to issue a Confirmation within the time set forth above or otherwise commences performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. MLNA/MLMX may withdraw any Purchase Order prior to Supplier's acceptance (or deemed acceptance) thereof.
(d) MLNA/MLMX may, in its sole discretion, on notice to Supplier, without liability or penalty, terminate all or any part of a Purchase Order with or without cause effective immediately or otherwise as specified in such notice. Upon any such termination, Supplier shall immediately cease work and purchasing materials relating to fulfilling the Purchase Order, and deliver to MLNA/MLMX on request all or any portion of Products under the relevant Purchase Order at the Prices.
(e) MLNA/MLMX may, on notice to Supplier, request changes to a Purchase Order. On or before the second Business Day after receiving the request, Supplier shall submit to MLNA/MLMX its good faith description of the impact of such changes on the Basic Purchase Order Terms. MLNA/MLMX may then submit an amended Purchase Order reflecting all MLNA/MLMX-accepted changes.
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 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 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.
Purchase and Sale of the Assets Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”):
(a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets);
(b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere;
(c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property;
(d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets);
(e) all rights of the Sellers under Assigned Contracts;
(f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”);
(g) licenses and permits primarily used in the operation of the Business, to the extent transferable;
(h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h);
(i) any warranties of third parties on any Transferred Assets;
(j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets;
(k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the Sellers’ directors and officers insurance policies will constitute Excluded Assets in all respects);
(l) all rights and claims of the Sellers of every kind and description under all non-disclosure, confidentiality, non-competition, non-solicitation, assignment of invention and other agreements of a comparable nature with (i) all present and former employees of the Sellers other than Eligible Employees who are hired by the Purchaser to the extent such agreements relate to the Transferred Assets and (ii) all Eligible Employees who are hired by the Purchaser whether or not such agreements relate to the Transferred Assets; and
(m) all other assets primarily related to the Business, other than any Excluded Assets.
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 Property Seller hereby agrees to sell, and Buyer hereby agrees to acquire, upon the terms and conditions herein stated, that certain portfolio of Properties listed on Schedule 1 attached hereto and more particularly described in Exhibits A-1 to A-16 attached hereto (individually and collectively, the “Real Property”), together with:
(a) All buildings, improvements and other structures presently located on the Real Property (the “Improvements”), provided, however, that “Improvements” shall not include any fixtures or other improvements owned by “Tenants” (as hereinafter defined);
(b) All personal property (excluding cash and software) owned by Seller, if any, located in or on, and used exclusively in connection with the operation of, the Real Property or the Improvements (the “Personal Property”);
(c) Any and all of Seller’s right, title and interest in and to the leases, licenses and occupancy agreements covering all or any portion of the Real Property or Improvements (the “Leases”), including any guaranties thereof and any security deposits thereunder in Seller’s possession at “Closing” (as hereinafter defined); and
(d) Any and all of Seller’s right, title and interest in and to any of the following existing at the Closing (the “Intangibles”): (i) subject to Paragraph 3(a)(v), all assignable contracts and agreements and utility contracts (the “Operating Agreements”) relating to the leasing, operation, maintenance or repair of the Real Property, Improvements or Personal Property; (ii) all assignable warranties and guaranties issued to Seller in connection with the Improvements or the Personal Property; (iii) all assignable permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Real Property;
(iv) all assignable drawings, plans, building permits, surveys and certificates of occupancy relating to the Real Property or the Personal Property, if any; and (v) all assignable trademarks, trade names and websites relating to the Real Property, if any. The Real Property, Improvements, Personal Property, Leases and Intangibles are collectively referred to hereinafter for a specific property as a “Property” and collectively as the “Properties”.
Purchase and Sale of Shares (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly.
(b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date.
(c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.
Purchase and Sale of the Securities (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby agrees to sell to each Underwriter, and each Underwriter hereby agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S. $____ per share, the number of Firm Securities set forth opposite such Underwriter's name in Schedule I or Schedule II hereto, as the case may be.
(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants options to the several Underwriters to purchase, severally and not jointly, up to the amount of Option Securities set forth opposite each such Underwriter's name on Schedule I or Schedule II hereto, as the case may be, at the same purchase price per share as the Underwriters shall pay for the Firm Securities. Said options may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. Said options may be exercised in whole or in part at any time on or before 5:00 p.m., New York City time, on the 30th day after the date of the Prospectus upon written, telecopied or telegraphic notice by the Representatives to the Company setting forth the aggregate number of shares of Option Securities as to which the several Underwriters are exercising the option and the related settlement date. Such options may be exercised more than once, but in no event may the total number of Option Securities purchased under all exercises exceed _____________ shares of Common Stock. Delivery of certificates for the shares of Option Securities by the Company and payment therefor to the Company shall be made as provided in Section 3 below. The number of shares of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional shares.
