Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.078% of the principal amount thereof plus accrued interest, if any, from August 18, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on August 18, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”
(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available electronically for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty ...
Purchase and Sale of the Securities. Subject to the terms and ---------------------------------------- conditions set forth in this Agreement, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Securities for a purchase price equal to One Hundred Thousand ($100,000.00) Dollars.
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, each Subscriber agrees, severally and not jointly, to purchase from the Company, and the Company agrees to sell and issue to each Subscriber, at the Closing, such Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Subscriber’s name in column (3) on the Schedule of Subscribers.
Purchase and Sale of the Securities. 3 2.1 Closing.....................................................3 2.2 Transactions at the Closing.................................3
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor a Promissory Note in the principal amount of $56,500.
Purchase and Sale of the Securities. Subject to the terms and conditions hereof and in reliance on the representations and warranties contained herein, or made pursuant hereto, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company at the closing of the transactions contemplated hereby (the “Closing”), the Preferred Shares and Warrant for $2,000,000 (the “Purchase Price”) in cash.
Purchase and Sale of the Securities. (a) The Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company the $25,000,000 in aggregate principal amount of Securities for an aggregate amount (the “Purchase Price”) equal to Twenty Five Million Dollars ($25,000,000). The Purchaser shall be responsible for the rating agency costs and expenses.
(b) Delivery or transfer of, and payment for, the Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 28, 2005 or such later date (not later than October 28, 2005) as the parties may designate (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). The Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Company made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company on or prior to the Closing Date.
(c) Delivery of the Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate on or prior to the Closing Date. The Company agrees to have the Securities available for inspection and checking by the Purchaser in Chicago, Illinois, on or prior to the Closing Date. The closing for the purchase and sale of the Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, or such other place as the parties hereto shall agree.
Purchase and Sale of the Securities. 27 2.1 AUTHORIZATION..................................................................................27 2.2 PURCHASE OF THE SECURITIES; ISSUE PRICE........................................................27 2.3 CLOSING........................................................................................28 2.4
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price per share of $__.____, the Firm Securities; and (b) in the event and to the extent that the Underwriter shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriter and the Underwriter agrees to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, that number of Optional Securities as to which such election shall have been exercised. The Company grants the Underwriter the right to purchase, at its election up to [75,000] Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering overallotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of 30 days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriter, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than seven business days after the date of such notice.
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor the Note.
