Purchase and Sale of Investments of the Fund 1. Promptly after each purchase or sale (as applicable) of Securities by a Fund, other than a purchase or sale of any Reverse Repurchase Agreement, a Fund shall deliver to the Custodian (i) with respect to each purchase or sale of Securities which are not Money Market Securities, a Certificate; and (ii) with respect to each purchase or sale of Money Market Securities, a Certificate, Oral Instructions or Written Instructions, specifying with respect to each such purchase or sale: (a) the name of the issuer and the title of the Securities; (b) the number of shares or the principal amount purchased or sold and accrued interest, if any; (c) the date of purchase or sale and settlement date; (d) the purchase or sale price per unit; (e) the total amount payable upon such purchase or sale; (f) the name of the person from whom or the broker through whom the purchase or sale was made, and the name of the clearing broker, if any; (g) in the case of a purchase, the name of the broker to which payment is to be made; and (h) in the case of a sale, the name of the broker to whom the Securities are to be delivered. In the case of a purchase, the Custodian shall, upon receipt of Securities purchased by or for a Fund, pay out of the moneys held for the account of a Fund the total amount payable to the person from whom, or the broker through whom, the purchase was made, provided that the same conforms to the total amount payable as set forth in such Certificate, Oral Instructions or Written Instructions. In the case of a sale, the Custodian shall deliver the Securities upon receipt of the total amount payable to a Fund upon such sale, provided that the same conforms to the total amount payable as set forth in such Certificate, Oral Instructions or Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in securities.
Sale of Investments Pursuant to Instruction, Investments sold for the account of the Fund shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.
Purchase and Sale of Shares (a) Subject to (i) the terms and conditions hereinafter set forth and in reliance on the representations and warranties contained herein, and (ii) the Company's receipt of any and all necessary consents, authorizations and approvals of the transactions contemplated by this Agreement, the Company hereby agrees to issue and sell to the Stockholder and the Stockholder hereby agrees to purchase from the Company, on the date hereof 195,993 shares of Class B Common Stock (the "Purchased Shares"), which will be evidenced by stock certificate number B23. The aggregate purchase price paid by the Stockholder for the Shares will be $587,979 (the "Purchase Price"). On the date hereof (A) the full amount of the Purchase Price will be paid to the Company by delivery of the Stockholder's promissory note to the Company in the aggregate principal amount of the Purchase Price and in the form of Exhibit B hereto (the "Note"), (B) the Company shall deliver to the Stockholder a certificate or certificates representing the Purchased Shares (each such certificate to bear the legends set forth in Section 6 hereof) and (C) the Stockholder will deliver to and pledge the Purchased Shares to the Company pursuant to the terms of the Note, together with stock powers or other appropriate instruments of assignment thereof duly executed in blank by the Stockholder. (b) The Company represents and warrants that, after giving effect to the purchase and sale effected hereby and all other agreements to purchase capital stock and securities of the Company as of the date hereof, (i) the authorized capital of the Company consists of (A) 36,485 shares of Series A Preferred Stock, 36,485 shares of which are issued and outstanding on the date hereof, (B) 30,000,000 shares of Class A Common Stock, no shares of which are issued and outstanding on the date hereof, (C) 25,000,000 shares of Class B Common Stock, 13,916,986 shares of which are issued and outstanding on the date hereof, and (D) 10,000,000 shares of Class C Common Stock, 4,300,001 shares of which are issued and outstanding on the date hereof, (ii) all such outstanding capital stock (other than the Shares) is owned as set forth on Schedule 1 hereto and is validly issued and outstanding, fully paid and non-assessable and (iii) there are no commitments for the purchase or sale of, and no options, warrants or other rights to subscribe for or purchase, any securities of the Company other than as set forth on Schedule 1 hereto.
Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”). (b) The Purchaser shall purchase the Purchased Shares and pay the Share Purchase Price on the Closing Date, by wire transfer of immediately available funds to an account designated in writing by the Company. The Purchased Shares shall be issued to the Purchaser on Closing by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Company’s transfer agent containing notations of the legends contemplated by this Agreement, together with delivery of an ownership statement to the Purchaser; and (B) the deposit of a certificate evidencing the Purchased Shares to The Canadian Depository for Securities Limited as depository, bearing a restricted CUSIP designation referencing the legends contemplated by this Agreement, for credit to the participant and brokerage account of the Purchaser, as directed by the Purchaser; or (ii) physical delivery of a certificate representing the Purchased Shares registered in the name of the Purchaser or in such other name as the Purchaser shall notify the Company in writing not less than one Business Day prior to the Closing.
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 the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.
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.