Purchase and Sale of Shares of Common Stock Sample Clauses

Purchase and Sale of Shares of Common Stock. (a) Each Fixed-Share Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Security to purchase, and the Company to sell, on the Fixed-Share Stock Purchase Date at a price equal to $200 (the "Purchase Price"), 5.0505 newly issued shares of Common Stock (the "Fixed-Share Settlement Rate") subject to adjustment as provided in Section 5.6 unless, on or prior to the Fixed-Share Stock Purchase Date, there shall have occurred a Termination Event with respect to the Security of which such Fixed-Share Purchase Contract is a part. As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Fixed-Share Purchase Contracts. (b) Each Variable-Share Repurchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Security to sell, and the Company to purchase, on the Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to the Variable-Share Settlement Rate (as defined below) unless, on or prior to the Variable-Share Stock Purchase Date, there shall have occurred a Termination Event with respect to the Security of which such Variable-Share Repurchase Contract is a part. The "Variable-Share Settlement Rate" is equal to (i) if the Applicable Market Value (as defined below) is equal to or greater than $48.7080 (the "Threshold Appreciation Price"), 0.9444 shares of Common Stock per Variable-Share Repurchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $39.6000, the number of shares of Common Stock per Variable-Share Repurchase Contract equal to (x) $200 divided by $39.6000 minus (y) $200 divided by the Applicable Market Value, and (iii) if the Applicable Market Value is less than or equal to $39.6000, zero shares of Common Stock per Variable-Share Repurchase Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be sold upon settlement of Variable-Share Repurchase Contracts.
Sample 1
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Purchase and Sale of Shares of Common Stock. Upon the terms of this Agreement, at the Closing, the Sellers will sell, transfer and deliver or cause to be sold, transferred or delivered to the Buyer, and the Buyer will buy from the Sellers, all of the shares of Common Stock owned by the Sellers, in exchange for the Purchase Price.
Sample 1
Purchase and Sale of Shares of Common Stock. In consideration of ------------------------------------------- the amendments to the Purchase Agreement in Article 1 and the releases in Article 6, upon the terms and subject to the conditions contained herein and in reliance on the representations and warranties set forth below, at the Closing, the Company agrees to issue to each Buyer the following number of shares of Common Stock, no par value ("Common Stock"), of the Company (collectively, the "Shares"): Buyer Shares of Common Stock ----- ---------------------- SBIC 141,247 Norwest 141,247 R&M 17,505
Sample 1
Purchase and Sale of Shares of Common Stock. On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell and deliver to Purchaser and Purchaser hereby purchases from the Seller five million (5,000,000) shares of the Company’s common stock held of record by the Seller (hereafter, the “Shares”) for $25,000 (the “Purchase Price”).
Sample 1
Purchase and Sale of Shares of Common Stock. Subject to the terms and conditions set forth herein, the Company is offering to the Purchaser the number of shares of the common stock of the Company, par value $0.001 (the “Common Stock”), set forth on the signature page herein at a price of $3 per share (collectively, the “Purchase Price”). The Common Stock are sometimes collectively referred to herein as the “Shares.” 1.1 股票的购买和销售。受制于本协议中的条款和条件，公司向认购人邀约销售一定数量的票面价值为 $0.001 的公司普通股（以下称 “普通股”），向每个认购人的邀约销售具体数量见本协议的签字页。每一普通股的价格为3美元（总称为“购买价格”）。普通股在本协议中有时也统称为“股票”。
Sample 1
Purchase and Sale of Shares of Common Stock. 1.1 Purchase and Sale Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Purchasers, and the Purchasers, severally and not jointly, shall purchase from the Company, 3,846,153 shares (the "Shares") of Common Stock at the Closing and, subject to the provisions of Section 3.11 hereof, the Additional Shares, if any. 1.2 [Intentionally omitted.]
Sample 1
Purchase and Sale of Shares of Common Stock. Seller agrees to sell to the Trust, and the Trust agrees to buy from Seller, 778 shares of Common Stock (the “Trust Shares”) for a per share price of Twelve Dollars and Fifty Cents ($12.50) and an aggregate purchase price of Nine Thousand Seven Hundred Twenty Five Dollars ($9,725.00) (the “Trust Purchase Price”). Seller agrees to sell to CCH, and CCH agrees to buy from Seller, 222 shares of Common Stock (the “CCH Shares” and, collectively with the Trust Shares, the “Shares”) for a per share price of Twelve Dollars and Fifty Cents ($12.50) and an aggregate purchase price of Two Thousand Seven Hundred Seventy Five Dollars ($2,775.00) (the “CCH Purchase Price”).
Sample 1
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Purchase and Sale of Shares of Common Stock 
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Related to Purchase and Sale of Shares of Common Stock

  • 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 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 of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • 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 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.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

  • 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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