Purchase and Sale of Notes Closing Sample Clauses

Purchase and Sale of Notes Closing. The ESOT hereby agrees to sell to you and, subject to the terms and conditions herein set forth, you agree to purchase notes from the ESOT in the principal amount set forth opposite your name in the Purchaser Schedule attached hereto, in the form of one or more Notes registered in your name or that of your nominee, as you shall request, and in such denominations as you shall request, for an aggregate purchase price of 100% of the principal amount thereof. The issuance, sale and delivery of the Notes to be purchased by you shall take place at 2:30 P.M. New York time, on June 19, 1989, at the offices of the Company or on such other date as the Company, the ESOT and you may agree (the "Closing"). At the Closing, the ESOT will deliver to you the Notes to be purchased by you, against payment of the purchase price therefor by wire transfer of immediately available funds to Betz Laboratories, Inc. Employee Stock Ownership Trust c/o Mellon Baxx (West), One Mellon Center, Pittsburgh, Pennsylvania, Account No. 184591. If at the closing the ESOT shall fail to tender to you the Notes to be purchased by you as provided above in this paragraph 2, or any of the conditions specified in paragraph 3 shall not have been satisfied or waived by you, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights you may have by reason of such failure or such non-fulfillment.
Sample 1
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Purchase and Sale of Notes Closing. (a) Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each of the Lenders, and each of the Lenders hereby confirms its irrevocable subscription for and offer to purchase, a 12% Convertible Subordinated Secured Note Due 2011 (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth below the Lender’s name on the Lender Signature Page. The obligations of the Lenders to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall not exceed $5,000,000.
Sample 1
Purchase and Sale of Notes Closing. The Company agrees to issue and sell to the Purchasers, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase the Notes in the principal amounts set forth opposite each Purchaser’s name on Exhibit A hereto under the heading “Principal Amount of Notes To Be Purchased at the Closing.” The initial closing of such purchase and sale (the “Initial Closing”) shall be held remotely via the exchange of documents and signatures, on the date hereof at 12:00 Noon, New York City time, or at such other time or place as may be mutually agreed upon by the Company and the Purchasers purchasing at least two-thirds of the principal amount of the Notes to be purchased at the Closing (the “Requisite Purchasers”). Following the Initial Closing, to the extent the Company has not sold Notes having a an aggregate principal amount equal to the Maximum Amount, the Company may issue and sell additional Notes at one or more subsequent closings (an “Additional Closing,” and together with the Initial Closing, a “Closing”). At each Closing, each Purchaser will deliver to the Company as payment in full for the Note to be purchased by such Purchaser at such Closing, the amount set forth opposite such Purchaser’s name in the “Purchase Price” column on Exhibit A, by wire transfer or other delivery of immediately available funds to the Company. At the Closing, the Company will issue and deliver to each Purchaser a duly executed Note in the principal amount set forth opposite such Purchaser’s name on Exhibit A, which shall be amended to reflect each Additional Closing. The Company shall send such Notes to such Purchaser at the address furnished to the Company for that purpose.
Sample 1
Purchase and Sale of Notes Closing. The Company agrees to issue and sell to the Purchasers, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase the Notes in the principal amounts set forth opposite each Purchaser’s name on Exhibit A hereto under the heading “Principal Amount of Notes To Be Purchased at the Closing.” Such purchase and sale shall take place at a closing (the “Closing”) to be held remotely via the exchange of documents and signatures, on the date hereof at 12:00 a.m., California time, or at such other time or place as may be mutually agreed upon by the Company and the Purchasers purchasing at least two thirds of the principal amount of the Notes to be purchased at the Closing (the “Requisite Purchasers”). At the Closing, each Purchaser will deliver to the Company as payment in full for the Note to be purchased by such Purchaser at the Closing, the amount set forth opposite such Purchaser’s name in the “Purchase Price” column on Exhibit A, by wire transfer or other delivery of immediately available funds to the Company. At the Closing, the Company will issue and deliver to each Purchaser a duly executed Note in the principal amount set forth opposite such Purchaser’s name on Exhibit A. The Company shall send such Notes to such Purchaser at the address furnished to the Company for that purpose.
Sample 1
Purchase and Sale of Notes Closing. The Company agrees to sell to you, and upon and subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein, you agree to purchase from the Company, Notes in the aggregate of principal amount specified opposite your name in Schedule I hereto at a purchase price equal to one hundred percent (100%) of such principal amount (the "Purchase Price"). The Notes are to be sold and delivered on March 13, 1995 (the "Closing Date"). On the Closing Date, the Company will deliver to you a Note or Notes dated the Closing Date, in the principal amount or amounts specified therefor opposite your name in Schedule I hereto and registered in your name, or in the name of such nominee as may be set forth under your name in Schedule I hereto or you shall have designated by notice to the Company at least two (2) Business Days prior to the Closing Date.
Sample 1
Purchase and Sale of Notes Closing. In reliance upon the representations made in Section 3 hereof and subject to the terms and conditions set forth herein, the Company shall sell to the entities listed on Schedule 1.2 (each a "Purchaser" and collectively, the "Purchasers"), severally and not jointly, and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company, the Notes in an aggregate principal amount of Four Million Dollars ($4,000,000) (as further described in Schedule 1.2). In consideration for the purchase of the Notes, the Purchasers shall deliver to the Company the amount of money set forth opposite such Purchaser's name on Schedule 1.2 (the "Purchase Price"). The closing (the "Closing") of such purchase of the Notes shall be held at 10:00 a.m., local time, on June 12, 1998 (the "Closing Date"), at the office of Milbxxx, Xxxxx, Xxxxxx & XxXxxx, 0 Chasx On the Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Notes registered in such Purchaser's name or in the name of such Purchaser's nominee, as such Purchaser may specify by written notice delivered to the Company on or prior to the Closing Date, duly executed and dated the Closing Date, against such Purchaser's delivery to the Company of the Purchase Price.
Sample 1
Purchase and Sale of Notes Closing 
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Related to Purchase and Sale of Notes Closing

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • 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 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 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 Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

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