PURCHASE AND SALE OF PREFERRED SECURITIES Sample Clauses

PURCHASE AND SALE OF PREFERRED SECURITIES. 1.1 Upon the execution of this Agreement, the Purchaser hereby agrees to purchase, directly or indirectly, from the Trust, Preferred Securities at a price equal to $1,000 per Preferred Security for an aggregate purchase price equal to FIFTEEN MILLION AND 00/100 ($15,000,000) Dollars (the “Purchase Price”), and the Trust agrees to sell such Preferred Securities to the Purchaser for said Purchase Price. The rights and preferences of the Preferred Securities are set forth in the Trust Agreement. The closing of the sale and purchase of the Preferred Securities by the Offerors to the Purchaser shall occur on December 5, 2006, or such other later date (not later than January 5, 2005) as the parties may designate (the “Closing Date”) The Purchase Price is payable in immediately available funds on the Closing Date. The Offerors shall provide the Purchaser payment instructions to later than two (2) days prior to the Closing Date.
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PURCHASE AND SALE OF PREFERRED SECURITIES. 1.1 Upon the execution of this Agreement, the Purchaser hereby agrees to purchase Preferred Securities from the Trust at a price equal to $1,000 per Preferred Security (the “Purchase Price”), which Purchase Price is equal to TEN MILLION ($10,000,000) DOLLARS, and the Trust agrees to sell such Preferred Securities to the Purchaser for said Purchase Price. The rights and preferences of the Preferred Securities are set forth in the Trust Agreement. The closing of the sale and purchase of the Preferred Securities by the Offerors to the Purchaser shall occur on December 28, 2004 or such other later date as the parties may designate (the “Closing Date”) The Purchase Price is payable in immediately available funds on the Closing Date. The Offerors shall provide the Purchaser payment instructions no later than two (2) days prior to the Closing Date.
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PURCHASE AND SALE OF PREFERRED SECURITIES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein contained, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees, to purchase from the Trust the number of Preferred Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof at the price per security set forth in Schedule B hereto.
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PURCHASE AND SALE OF PREFERRED SECURITIES. 1.1 Upon the execution of this Agreement, the Purchaser hereby agrees to purchase from the Trust Series [A][B] Preferred Securities at a price equal to $1,000 per Preferred Security (the "Purchase Price"), which Purchase Price is equal to sixteen Million ($16,000,000) Dollars, and the Trust agrees to sell such Series [A][B] Preferred Securities to the Purchaser for said Purchase Price. The rights and preferences of the Series [A][B] Preferred Securities are set forth in the Trust Agreement. The closing of the sale and purchase of the Series [A][B] Preferred Securities by the Offerors to the Purchaser shall occur on [CLOSING DATE], or such other later date as the parties may designate (the "Closing Date") The Purchase Price is payable in immediately available funds on the Closing Date. The Offerors shall provide the Purchaser payment instructions no later than two (2) days prior to the Closing Date.
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PURCHASE AND SALE OF PREFERRED SECURITIES. On the basis of the rexxxxxxxatxxxx and warranties herein contained, and subject to the terms and conditions herein set forth, the Partnership shall issue and sell to each of the Underwriters named in Schedule I hereto, and each Underwriter shall purchase from the Partnership at the time and place herein specified, severally and not jointly, the number of Preferred Securities set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price of $25.00 per Preferred Security. The Company (as defined herein) (a) agrees to issue the Company Securities (as defined herein) concurrently with the issue and sale of the Preferred Securities as contemplated herein and (b) guarantees the timely performance by the Partnership of its obligations under this Section 1. The Partnership agrees to purchase the Debentures (as defined herein) with the proceeds of the Preferred Securities (as defined herein) and the capital contribution of the Company, as general partner of the Partnership (in such capacity, the "General Partner"), as contemplated herein. Because the proceeds of the sale of the Preferred Securities, together with the capital contribution of the General Partner, will be used to purchase the Debentures, the Company hereby agrees to pay on the Closing Date (as defined herein) to Goldman, Sachs & Co., for the accounts of the several Underwriters, as compensation for their arxxxxxxx the xxxestment therein of such proceeds, an amount equal to $[_____] per Preferred Security ($[_____] per Preferred Security sold to certain institutions). SECTION 2. Description of Preferred Securities, Debentures and Guarantee. The Preferred Securities will be guaranteed by Entergy London Investments plc, a public limited company incorporated under the laws of England and Wales (the "Company" and, together with the Partnership, the "Offerors"), with respect to distributions and payments upon liquidation, redemption and otherwise (the "Guarantee") pursuant to, and to the extent set forth in, the Guarantee Agreement (the "Guarantee Agreement"), dated as of [________], 1997, between the Company and The Bank of New York, as Trustee (the "Guarantee Trustee"). The proceeds from the sale of the Preferred Securities will be combined with the capital contribution of the General Partner and will be used by the Partnership to purchase $ _______ aggregate principal amount of [____]% Junior Subordinated Deferrable Interest Debentures, Series A issued by the Company (the "Debe...
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PURCHASE AND SALE OF PREFERRED SECURITIES. 1.1 Upon the execution of this Agreement, the Purchaser hereby agrees to purchase, directly or indirectly, from the Trust, Preferred Securities at a price equal to $1,000 per Preferred Security for an aggregate purchase price equal to SEVEN MILLION AND 00/100 ($7,000,000) DOLLARS (the "Purchase Price"), and the Trust agrees to sell such Preferred Securities to the Purchaser for said Purchase Price. The rights and preferences of the Preferred Securities are set forth in the Trust Agreement. The closing of the sale and purchase of the Preferred Securities by
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PURCHASE AND SALE OF PREFERRED SECURITIES 
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Related to PURCHASE AND SALE OF PREFERRED SECURITIES

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • 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 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 Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Purchase and Sale of Warrants The purchase and sale of the Warrants shall occur simultaneously with the consummation of the IPO. At least 24 hours prior to the date of the final prospectus in connection with the IPO, the undersigned shall deliver $100,000.00 (the “Purchase Price”) to Continental or such other agent as may be agreed to by the parties hereto (“Agent”) to hold in an account until the Company consummates the IPO. Simultaneously with the consummation of the IPO, Agent shall deposit the Purchase Price, without interest or deduction, into a trust account established by the Company for the benefit of the Company’s public stockholders at JX Xxxxxx Chase Bank, N.A., and maintained by Continental, as trustee. In the event that the IPO is not consummated within fourteen (14) days of the date the Purchase Price is delivered to Agent, Agent shall return the Purchase Price to the Purchaser, with accrued interest.

  • 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”).

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

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