Purchase and Sale of Subject Shares. Subject to (a) the terms and conditions set forth in this Agreement and (b) the consummation of the Issuer’s agreement to issue and sell the IPO Shares to the Underwriters upon the satisfaction of the terms and conditions set forth in the Underwriting Agreement (the “IPO Closing”), the Issuer agrees to issue the Purchaser 5,000,000 shares of Common Stock (the “Subject Shares”), and the Purchaser agrees to purchase the Subject Shares for $100,000,000.00 (the “Subject Shares Purchase Price”).
Purchase and Sale of Subject Shares. (a) On the Closing Date (as defined below), the Seller shall sell, assign, and transfer all of the Subject Shares to the Buyer, free and clear of all liens, security interests, pledges, penalties, forfeitures or encumbrances of any kind, nature or description (“Liens”), for an aggregate purchase price equal to the “Fair Market Value” (defined below) of the Subject Shares on the Effective Date (the “Purchase Price”). The Fair Market Value of the Subject Shares shall be the value on the Effective Date of the Subject Shares as finally determined for federal gift tax purposes pursuant to a Final Determination, as defined in the Purchase Price Addendum to this Agreement attached hereto and made a part hereof (the “Price Addendum”). Neither of the Parties intend that the sale or purchase of the Subject Shares shall constitute a taxable gift for federal gift tax purposes without regard to any deductions provided for in subchapter C or exclusions under sections 2503(b)-(g) of the Code (hereafter, a “Gift”).
Purchase and Sale of Subject Shares. Subject to (a) the terms and conditions set forth in this Agreement and (b) concurrent with the consummation of the Issuer’s agreement to issue and sell the IPO Shares to the Underwriters upon the satisfaction of the terms and conditions set forth in the Underwriting Agreement (the “IPO Closing”), the Issuer agrees to issue to the Purchaser 2,000,000 shares of Common Stock (the “Subject Shares”), and the Purchaser agrees to purchase the Subject Shares, for a price per share equal to the IPO Price, which in the aggregate equals $40,000,000 (the “Subject Shares Purchase Price”).
Purchase and Sale of Subject Shares. Each Shareholder hereby severally agrees to tender to Purchaser in the Offer, and Purchaser hereby agrees to purchase, subject to the terms and conditions set forth herein and in the Offer, including, without limitation, terms regarding the proration of Company Common Stock to be purchased in the Offer, all Subject Shares set forth opposite such Shareholder's name on Exhibit A hereto, at a price per Share equal to the initial Offer Price of $1.525 per share provided that notwithstanding any provision herein to the contrary, upon the closing of the Offer, Purchaser shall pay each Shareholder $1.525 per Share (or such higher price as Purchaser may set in the Offer) for each Share tendered. All Subject Shares required to be tendered in accordance herewith (a) shall be tendered in the most expeditious manner as promptly as practicable after the date of this Agreement and in such connection each Shareholder shall deliver on the date hereof (1) all necessary instructions and authorizations to brokerage firms which may be holding such Subject Shares to tender the Subject Shares to the Depository Agent engaged by OS for the Offer and (2) Subject Shares held directly to the Depository Agent engaged by OS for the Offer, and (b) such tender and instructions shall not be withdrawn by any Shareholder without Purchaser's consent, except if the Offer Agreement is terminated in accordance with its terms or by reason of breach by OS or Purchaser.
Purchase and Sale of Subject Shares. Subject to the terms and conditions of this Agreement, at the Closing, Shareholder will sell, assign, transfer and deliver to Parent, and Parent will purchase and accept from Shareholder, all of Shareholder’s rights, title and interest in and to the Subject Shares.
Purchase and Sale of Subject Shares. Subject to (a) the terms and conditions set forth in this Agreement and (b) the consummation of the Issuer’s agreement to issue and sell the Shares to the Underwriter upon the satisfaction of the terms and conditions set forth in the Underwriting Agreement (the “Offering Closing”), the Issuer agrees to issue the Subject Shares, and the Purchaser agrees to purchase the Subject Shares for $79.25 per share (the “Subject Shares Purchase Price”); provided that if the size of the Offering is increased or decreased, the number of Shares to be acquired by the Purchaser will be increased or decreased proportionately so that Public Storage acquires 38.85% of the aggregate total shares of Common Stock sold in the Offering and to Public Storage.
Purchase and Sale of Subject Shares. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Company Stockholders shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from the Selling Parties, all of the Subject Shares, in consideration for payment of the Purchase Price. The names and addresses of each of the Company Stockholders, the number of Subject Shares owned of record and beneficially by each Company Stockholder, and their respective percentage interests in the “Fully-Diluted Company Stock” (as hereinafter defined) is set forth on Schedule 1.1 annexed hereto and made a part hereof.
Purchase and Sale of Subject Shares. Telefonica and Terra each hereby agrees that it will not, and that it shall use its reasonable best efforts to cause its "affiliates" and "associates" (as such terms are defined under Rule 12b-2 promulgated under the Exchange Act) not to, purchase or agree to purchase any additional Terra Shares, any securities convertible into or exchangeable for Terra Shares or any options, warrants or other rights to acquire Terra Shares during the period during which the Terra Average Price is to be calculated pursuant to the terms of the Reorganization Agreement and that it will not, during such period, publicly announce any intention to purchase any Terra Shares (other than pursuant to the Rights Offering). Telefonica further agrees that it shall not sell, transfer, pledge, assign or otherwise dispose of (collectively, "Transfer") or enter into any contract, option or other arrangement with respect to the Transfer of, or the creation or offer of any derivative security in respect of, the Subject Shares to any person or commit or agree, or announce an intention to, take any of the foregoing actions.
Purchase and Sale of Subject Shares. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser hereby agrees to purchase from Sellers, on the Closing Date, the Subject Shares, free and clear of any restrictions or conditions to transfer or assignment, rights of first refusal, mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions, restrictions, options or agreements.
Purchase and Sale of Subject Shares. Chronimed hereby agrees to sell, assign and transfer the Shares to Orphan, and Orphan hereby agrees to purchase and redeem the Shares from Chronimed on the signing date of this Supplement II.
