Purchase and Sale of the Purchased Securities. Subject to the terms and conditions hereof, the Seller hereby agrees to sell to each Purchaser, and each Purchaser hereby irrevocably agrees to purchase from the Seller, all of the Seller’s right, title and interest in, to and under, the Purchased Securities in amounts set forth opposite such Purchaser’s name on Schedule I attached hereto.
Purchase and Sale of the Purchased Securities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from the Seller, and the Seller shall sell, assign, transfer, convey and deliver to Buyer, all of the Purchased Securities, free and clear of all Liens (other than Liens (i) arising under the Securities Act and applicable state securities laws or (ii) created or incurred by, or at the direction of, Buyer).
Purchase and Sale of the Purchased Securities. 1.1 Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, convey, assign and deliver to the Company, and the Company shall purchase from the Seller, the Purchased Securities and any and all rights and benefits incident to the ownership thereof, at the per share amount equal to the Purchase Price (as defined below). The number of shares of the Purchased Securities shall be determined by dividing (a) $275,000,000 (the “Gross Amount”) by (b) the per share price equal to 94.23% of the 20-day average closing price of the Common Shares on the New York Stock Exchange for the 20 consecutive trading days up to and including February 24, 2011 (the “Purchase Price”).
1.2 The date and time of the closing (the “Closing”) for the purchase and sale of the Purchased Securities shall be 8:30 a.m., New York City time, on March 17, 2011, (or such other time or date as the parties may agree) (the “Closing Date”) after notification of satisfaction or waiver of the conditions to the closing set forth in Section 1.2(b) below. All actions taken at the Closing shall be deemed to have occurred simultaneously. The obligation of the Seller hereunder to sell the Purchased Securities to the Company on the Closing Date and the obligation of the Company to purchase the Purchased Securities on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (provided, that these conditions are for each affected party’s sole benefit and may be waived by such party at any time in its sole discretion by providing the other party with prior written notice thereof): (a) the representations and warranties of each person shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date); (b) contemporaneously with the Closing, the Company shall have delivered the Purchase Price for the Purchased Securities to the Seller by wire transfer of immediately available funds pursuant to the written wire instructions set forth in Schedule A hereto; (c) at the Closing Date, the Company shall not be subject to any effective temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreeme...
Purchase and Sale of the Purchased Securities. At the Closing, subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell, transfer, and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Company: (a) if the ProFrac Transaction has been consummated prior to the Closing Date, the principal amount of $50,000,000 of Purchased Securities, in consideration of the execution and delivery by ProFrac of the Supply Agreement Amendment; or (b), if the ProFrac Transaction has not been consummated prior to the Closing Date, at the Purchaser’s election, either (i) the principal amount of $25,0000,000 of Purchased Securities, in consideration of the execution and delivery by ProFrac of the Alternate Supply Agreement Amendment in the form of Exhibit A-2 (the “Alternate Supply Agreement Amendment”), or (ii) the principal amount of $50,000,000 of Purchased Securities, in consideration of the execution and delivery by ProFrac of the Alternate Supply Agreement Amendment and the payment of the Cash Amount.
Purchase and Sale of the Purchased Securities. 1.1. Sale and Issuance of Common Stock.
(a) [Intentionally Omitted]
(b) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as hereinafter defined) and the Company agrees to sell and issue to the Investor at the Closing, six hundred thirty-three million four hundred forty-three thousand six hundred (633,443,600) shares of the Company's Common Stock (as hereinafter defined) (the "Purchased Securities"), for the purchase price of TWENTY-SEVEN MILLION TWO HUNDRED SEVENTY TWO THOUSAND SEVEN HUNDRED TWENTY SEVEN DOLLARS ($27,272,727) (the "Purchase Price").
Purchase and Sale of the Purchased Securities. Subject to the terms and conditions hereof, at the Closing, each Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from such Seller, all of the Seller's right, title and interest in, to and under, the Purchased Securities set forth opposite such Seller's name on Schedule I attached hereto for a purchase price of $0.10 per share of Common Stock included in the Purchased Securities (the "Purchase Price").
Purchase and Sale of the Purchased Securities. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below):
(i) the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Class A Securities set forth on Schedule I hereto across from the name of the Purchaser for an aggregate purchase price equal to $1.75 billion, subject to adjustment as provided in Section 12 (the “Class A Purchase Price”); and
(ii) the Company shall issue and sell to each Investor and each Investor shall purchase from the Company, severally and not jointly, (x) the number of Class B Securities set forth on Schedule I hereto across from the name of such Investor for an aggregate purchase price equal to $354.5 million (the “Class B Purchase Price”).
Purchase and Sale of the Purchased Securities. On and subject to the terms and conditions set forth in this agreement, at Closing Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, the Purchased Securities, free and clear of all Liens.
Purchase and Sale of the Purchased Securities. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, at the Closing, Buyer shall purchase (a) all of the Membership Interests from the Members (including GP), and the Members (including GP) shall sell, transfer, and convey the Membership Interests to Buyer, and (b) all of the Blocker Stock from the Blocker Sellers, and the Blocker Sellers shall sell, transfer and convey the Blocker Stock to Buyer, in each case, free and clear of any Liens other than restrictions on transfer under applicable securities laws.
Purchase and Sale of the Purchased Securities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Buyer shall purchase and acquire from the Company Sellers, and the Company Sellers shall sell, transfer, convey and deliver to Buyer, the Purchased Units, and (b) Buyer shall purchase and acquire from the Blocker Seller, and the Blocker Seller shall sell, transfer, convey and deliver to Buyer, the Purchased Shares, in each case, free and clear of all Liens (other than Liens (i) arising under the Securities Act and applicable state securities Laws or (ii) created or incurred by, or at the direction of, Buyer).
