PURCHASE AND SALE OF THE ADDITIONAL SHARES Sample Clauses

PURCHASE AND SALE OF THE ADDITIONAL SHARES. Subject to the terms and conditions hereof, the Company will issue and sell to the Investor, and the Investor will purchase from the Company, at the Closing (defined in Section 1.2), that number of Additional Shares at a purchase price per share (the "SHARE PRICE") equal to the lower of (a) $20.00 per share and (b) the price for the Common Stock to be paid by Philips pursuant to the Philips Strategic Investment Agreement, such that the Investor will hold an aggregate amount of Common Stock equal to the Macrovision Percentage. The "TOTAL PURCHASE PRICE" shall be the Share Price multiplied by the number of Additional Shares purchased by the Investor, such number of shares when taken together with the Original Shares not to exceed the Macrovision Percentage.
Sample 1
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PURCHASE AND SALE OF THE ADDITIONAL SHARES. (a) In the event that the Company shall have delivered a Put Notice pursuant to Section 1.03(b) above, then, subject to the terms and conditions set forth herein, on the Subsequent Closing Date specified in such Put Notice, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the Additional Shares specified in the Put Notice at the same purchase price paid by such Purchasers for the shares of Common Stock and Preferred Stock purchased by them on the First Closing Date. (b) As payment in full for the Additional Shares purchased by each Purchaser hereunder, and against delivery thereof as aforesaid, on each Subsequent Closing Date each Purchaser shall pay to the Company, by wire transfer of immediately available funds to an account designated by the Company, the aggregate purchase price for the Additional Shares being purchased by such Purchaser as set forth in the relevant Put Notice.
Sample 1
PURCHASE AND SALE OF THE ADDITIONAL SHARES. Subject to the terms and conditions of this Agreement, at the Final Closing (as defined herein): (a) Each of the Sellers shall sell to the Company, in proportion to their respective share ownership percentage, and the Company shall purchase from each of the Sellers, the Additional Shares (as defined herein), if any, at the Tender Offer Price; (b) In accordance with the terms of the Second Letter Agreement attached hereto as Schedule C the Sellers will deliver to Xxxxxx Xxxxx (with copies to the Company) their stock certificates representing the Additional Shares, accompanied by medallion guaranteed stock powers duly executed in blank, together with an executed letter of instruction from the Sellers to the Transfer Agent instructing the Transfer Agent to issue to the Company new stock certificates representing the Additional Shares purchased by the Company (which shall be retired upon receipt) pursuant to this Agreement (collectively, the “Second Transfer Documentation”). (c) In accordance with the terms of the Second Letter Agreement, upon delivery to the Company of a copy of the Second Transfer Documentation, Xxxxxx Xxxxx shall release: (i) the Purchase Price to Xxxxxxx, and (ii) the Second Transfer Documentation to the Transfer Agent, without any further action by the Company.
Sample 1

Related to PURCHASE AND SALE OF THE ADDITIONAL SHARES

  • 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 the Assets Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets); (b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere; (c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property; (d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets); (e) all rights of the Sellers under Assigned Contracts; (f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”); (g) licenses and permits primarily used in the operation of the Business, to the extent transferable; (h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h); (i) any warranties of third parties on any Transferred Assets; (j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets; (k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the Sellers’ directors and officers insurance policies will constitute Excluded Assets in all respects); (l) all rights and claims of the Sellers of every kind and description under all non-disclosure, confidentiality, non-competition, non-solicitation, assignment of invention and other agreements of a comparable nature with (i) all present and former employees of the Sellers other than Eligible Employees who are hired by the Purchaser to the extent such agreements relate to the Transferred Assets and (ii) all Eligible Employees who are hired by the Purchaser whether or not such agreements relate to the Transferred Assets; and (m) all other assets primarily related to the Business, other than any Excluded Assets.

  • 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 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 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 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 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 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 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 Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

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