Purchase and Sale of Option Shares. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, (i) the Selling Shareholders, severally and not jointly agree to sell, respectively the Option Shares to the several Underwriters as provided in this Agreement, and (ii) the Underwriters shall have the option to subscribe for and purchase, respectively, severally and not jointly, from the Selling Shareholders the Option Shares at the Purchase Price less an amount per Option Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The maximum aggregate number of Option Shares to be subscribed for or purchased by the Underwriters is set forth in Schedule I hereto, whereby the Selling Shareholders shall sell up to the maximum number of Option Shares set forth opposite their names in Schedule II hereto. If any Option Shares are to be subscribed for or purchased, the number of Option Shares to be subscribed for and purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 13 hereof) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. In the event the option is exercised, the Underwriters will first purchase Wilfried Vancraen’s Option Shares and, to the extent all of Mr. Vancraen’s Option Shares are purchased, the Underwriters will then purchase Option Shares from the other Selling Shareholders on a pro rata basis. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Selling Shareholders. The notice from the Representatives to the Selling Shareholders shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closi...

Purchase and Sale of Option Shares. (a) The Purchasers shall, under the conditions provided below in this Section 2.3, and only under such conditions, have the option (the "Option") ------ to purchase additional shares of Common Stock (the "Option Shares" and, together ------------- with the Initial Shares, the "Shares") in an aggregate amount having a value of ------ $5,000,000 at a purchase price per share equal to the greater of (i) the average closing sale price of the Common Stock on the New York Stock Exchange for the 20 Trading Days ending on the Trading Day prior to the Option Closing Date or (ii) $2.75. The Option shall be exercised as hereinafter provided in Section 2.3(c) and may be exercised in whole only and not in part. (b) If MIP wishes to cause the Underlying Partnership (as defined in the JV Agreement) to enter into a contract to acquire a Hotel Interest (as defined in the JV Agreement) and the entering into of such contract would cause the Committed Amount to exceed $200,000,0000, the Option shall become effective and the Company shall give a notice (the "Option Notice") to ------------- the Purchasers requiring that the Purchasers make a determination as to whether or not to exercise the Option. The Option Notice shall state the total Committed Amount (assuming that the contract in question is entered into). The term "Committed Amount" shall mean the sum of (i) the aggregate capital contributions ---------------- theretofore made to the Underlying Partnership, (ii) the aggregate borrowings theretofore made by the Underlying Partnership, (iii) the aggregate amounts remaining to be paid under outstanding contractual commitments of the Underlying Partnership (to the extent not anticipated to be funded out of amounts described in clauses (i) and (ii)) and (iv) the aggregate projected amounts of other expenditures anticipated to be made by the Underlying Partnership (to the extent not anticipated to be funded out of amounts described in clauses (i) and (ii)).

Purchase and Sale of Option Shares. (a) Upon delivery to the Company of (i) this Notice, (ii) the aggregate Option Price for the Option Shares purchased hereunder by certified check, bank draft or money order made payable to "American Axle & Manufacturing of Michigan Inc." and (iii) the Option to which the Option Shares relates, the Company shall sell and issue to the undersigned, the Option Shares that he elects to purchase hereunder. (b) Notwithstanding the previous paragraph, his election to purchase Option Shares hereunder shall not be valid unless and until he executes a Stockholders' Agreement.

Purchase and Sale of Option Shares. Upon the due exercise of the Put Option or the Call Option, as applicable, and subject to the terms and conditions of this Agreement, on the Option Closing Date (as defined below), each of the Investors shall severally and not jointly, purchase, and the Company shall sell and issue to the Investors, the Option Shares in exchange for the Option Purchase Price as specified in Section 3 below. The Investors shall have the right to allocate the Option Shares among the Investors as they determine in their sole discretion.

Purchase and Sale of Option Shares. At the sole discretion of SangStat, but subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, SangStat shall issue and sell to Xxxxxx and Xxxxxx shall purchase from SangStat, at the Option Share Closing provided for in SECTION 2.4, shares of SangStat's Common Stock (the "Option Shares") having the aggregate value described in SECTION 2.3.

Purchase and Sale of Option Shares. During the term of the Option, the Shareholder shall not, directly or indirectly, sell, transfer, tender, pledge, hypothecate or encumber any of the Option Shares; provided, however, that during such period the Shareholder may sell the Option Shares pursuant to the Option.

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Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.
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 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.
Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.
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 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 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 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 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 Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

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