PURCHASE AND SALE OF THE SECURITIES; THE CLOSING Sample Clauses

PURCHASE AND SALE OF THE SECURITIES; THE CLOSING. Subject to the terms and conditions hereof, the Company hereby agrees to sell to the Purchasers, and the Purchasers hereby agree to purchase from the Company, the Securities in the amounts set forth on Schedule I hereto, for an aggregate purchase price of $25,000,000. The closing of such sale and purchase shall be held at 10:00 A.M., Houston time, on December 12, 1997, or on such other day as may be agreed by the Company and the Purchasers (the "Closing Date"), at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. On the Closing Date, the Company will deliver to the Purchasers (a) one or more certificates representing the shares of Series B Preferred Stock, registered in the names of the Purchasers or in the names of one or more nominees of the Purchasers and in any denomination as the Purchasers may specify by timely notice to the Company (or, in the absence of such notice, one certificate registered in the name of each Purchaser in the amounts designated on Schedule I attached hereto) and (b) one or more executed Warrant Agreements for each of the Purchasers or one or more of their nominees, and one or more Warrants registered in the names of the Purchasers or in the names of one or more such nominees of the Purchasers and in any denomination as the Purchasers may specify by timely notice to the Company (or, in the absence of such notice, one Warrant registered in the name of each Purchaser in the amounts designated on Schedule I attached hereto), in each case against delivery to the Company of immediately available funds in the amount of the purchase price of such Securities, such delivery to be made by wire transfer to the Company's Account No. 0000-000-000 at Xxxxx Fargo Bank, N.A., 0000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000 (ABA No. 000000000).
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PURCHASE AND SALE OF THE SECURITIES; THE CLOSING. In reliance upon the representations of the Company contained in SECTION 1.5 hereof and subject to the terms and conditions set forth herein, the Lenders shall purchase the Securities from the Company and the Company shall sell the Securities to the Lenders for an aggregate purchase price of US$2,000,000 (the "PURCHASE PRICE"). The closing (the "CLOSING") of the Lenders' purchase of the Securities shall be held at 10:00 a.m., Baltimore time on June 18, 1999 (the "CLOSING DATE"), at the offices of the Agent, One South Street, Suite 2150, Baltimore, MD 21202, or at such other xxxx xx xxxxx xx xxx xxxxxxx xxxxxx xxx xxxxxxxx agree. On the Closing Date, the Company will deliver to the Lenders the Notes in the aggregate principal amount specified above, and the Warrants, registered in the Lenders' respective name or in the name(s) of their respective nominee(s), as may be specified by each Lender upon five (5) Business Days' advance written notice to the Company, duly executed and dated the Closing Date, against the Lenders' delivery to the Company (or to persons at the direction of the Company) of immediately available funds in the amount of the Purchase Price (net of any costs or expenses to be paid by the Company to the Lenders or to the Agent or their counsel pursuant to SECTION 3.17 of this
Sample 1
PURCHASE AND SALE OF THE SECURITIES; THE CLOSING. In reliance upon the representations of the Company contained in SECTION 1.5 hereof and subject to the terms and conditions set forth herein, Siena shall purchase the Securities from the Company and the Company shall sell the Securities to Siena for an aggregate purchase price of US$3,000,000.00 (the "PURCHASE PRICE"). The closing (the "CLOSING") of Siena's purchase of the Securities shall be held at 10:00 a.m., Denver time on September 20, 1996 (the "CLOSING DATE"), at the offices of Brownstein Hyatt Farber & Strickland, P.C., 410 17th Street, 22nd Flxxx, Xxxxxr, Xxxoxxxx 00200, xx xx xuch othex xxxx xx xxxxx xx xxx xxxxxxx xxxxxx xxx xxxxxxxx agree.
Sample 1
PURCHASE AND SALE OF THE SECURITIES; THE CLOSING. In reliance upon the representations of the Company contained in SECTION 1.5 hereof and subject to the terms and conditions set forth herein, the Purchaser shall purchase the Securities from the Company and the Company shall sell the Securities to the Purchaser for an aggregate purchase price of US$3,000,000 (the "PURCHASE PRICE"). The closing (the "CLOSING") of the Purchaser's purchase of the Securities shall be held at 10:00 a.m., New York time on July 19, 1999 (the "CLOSING DATE"), at the offices of the Kelley Drye and Warren, LLP, 101 Park Avenue, New York, New York 10100, xx xx xuch oxxxx xime or xxxxx xx xxx xxxxxxx xxxxxx xxx xxxxxxxx agree.
Sample 1

Related to PURCHASE AND SALE OF THE SECURITIES; THE CLOSING

  • 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 98.974% of the principal amount thereof plus accrued interest, if any, from 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.

  • 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 the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

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