Purchase and Sale of the Stock. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any Liens, and Buyer shall purchase from Seller, the Stock.
Purchase and Sale of the Stock. The CDFI Fund hereby agrees to provide the Financial Assistance as payment in full for an aggregate of shares of nonvoting convertible common stock (the “Stock”) of the Recipient, $ _ par value per share, $ per share purchase price. The Stock shall be transferable, nonvoting stock that provides for voting rights, at the request of the CDFI Fund, for any transferee of the Stock. In exchange for the Assistance, the Recipient hereby agrees to issue and sell the Stock to the CDFI Fund.
Purchase and Sale of the Stock. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below) the Company shall issue and sell to the Purchasers designated by Cerberus prior to the Closing, and such Purchasers shall purchase from the Company, an aggregate of 107,666,667 shares of Class A Common Stock (collectively, the "Purchased Shares") for a purchase price equal to $1.50 per share (the "Purchase Price"); provided that the amounts of such Purchased Shares shall be reduced on a dollar-for-dollar, pro rata basis to the extent that the amount of shares of Class A Common Shares to be purchased by any Person (including, without limitation, Friends and Family LLC) other than the Purchasers in excess of $13,500,000 pursuant to the Management Purchase Agreements or the Institutional Investors Stock Purchase Agreement as provided in a written notice to the Purchasers at least 10 Business Days prior to the Closing Date; provided further, that the aggregate number of shares of Class A Common Stock to be purchased by the Purchasers may not be reduced to less than 71,000,000.
Purchase and Sale of the Stock. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below) the Company shall issue and sell to the Purchasers, and such Purchasers shall purchase from the Company, an aggregate of shares of Class A Common Stock (collectively, the "Purchased Shares") for a purchase price equal to $1.50 per share (the "Purchase Price").
Purchase and Sale of the Stock. (i) At the Closing (as defined below), the Company shall sell to the Purchasers and, subject to the terms and conditions set forth herein, Purchasers shall purchase from the Company, a minimum of 1,250,000 and a maximum of 5,000,000 shares of Preferred Stock at a price of $4.00 per share, in such amounts and to such Purchasers as set forth in the Purchase Schedule attached hereto and as amended according to Section 1B below.. The closing of the purchase and sale of the Preferred Stock pursuant hereto (the "CLOSING") shall take place at the offices of Hogax & Xartxxx X.X.P., 555 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000-0000 xx 10:00 a.m. on December 15, 1999 or such other time and date as agreed in writing by Interprise and the Company. At the Closing, after the purchase and sale of the Preferred Stock pursuant hereto, the Company shall deliver to each Purchaser stock certificates evidencing the Preferred Stock to be purchased by such Purchaser, registered in such Purchaser's name, upon payment of the purchase price thereof by check, cancellation of indebtedness or wire transfer of immediately available funds to such account as is designated by the Company. In the event that payment by a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Purchaser shall surrender to the Company for cancellation at the Closing any evidence of such indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. In addition, the Company shall deliver to any Purchaser choosing to pay any part of the purchase price of the Preferred Stock by cancellation of indebtedness, a check in the amount of any interest accrued on such indebtedness through the Closing.
(ii) It is understood and agreed that prior to the Closing, Interprise may select and add Purchasers (and their respective amounts) to the Purchase Schedule and may increase the amount of Interprise's investment in the Purchase Schedule, provided that the maximum number of shares of Preferred Stock in the Purchase Schedule shall be 5,000,000.
Purchase and Sale of the Stock. Subject to the terms and conditions set forth in this Agreement:
Purchase and Sale of the Stock at Closing. -----------------------------------------
Purchase and Sale of the Stock. The parties will execute and ------------------------------ deliver counterparts of this Agreement on or about March 31, 1998. The subscription by the Purchasers will occur at a closing ("CLOSING") to be held on a date mutually satisfactory to the Purchasers and the Company not later than March 31, 1998. At the Closing, the Company will sell to the Purchasers and, subject to the terms and conditions set forth herein, the Purchasers will purchase from the Company, an aggregate of 653.61 shares of Stock (580.456 shares of Class B Common and 73.154 shares of Class C Common) at a price of $9.00 per share (in the aggregate, a total price of $5,882.49). The allocation of the purchase of the Stock among each of the Purchasers is set forth in Exhibit A hereto. The Closing of the purchase and sale of the Stock will be --------- effected by exchange of documents, certificates and agreements, by air courier, telefax or other means satisfactory to the parties. At the Closing, the Company will issue and deliver to the Purchasers certificates evidencing the Stock to be purchased by the Purchasers, registered in each Purchaser's name, against payment of the purchase price therefor by check or wire transfer of funds in the amount set forth for each Purchaser in Exhibit A hereto. ---------
Purchase and Sale of the Stock. At the Closing, the Company shall sell to CVC and, subject to the terms and conditions set forth herein, CVC shall purchase from the Company (i) 523,476.0 shares of Class A Common at a price of $0.01 per share, and (ii) 86,974.5 shares of Series A Preferred at a price of $100.0 per share.
Purchase and Sale of the Stock. Upon all of the terms and subject to all of the conditions of this Agreement, Seller hereby sells, transfers, assigns and conveys to Buyer, and Buyer hereby purchases and accepts from Seller, the Stock. In full payment for the Stock, Buyer shall pay:
(a) concurrent with the execution of this Agreement, the amount of in the form of a cashier’s check or certified check made payable to Seller (the “Cash Purchase Price” and, as such Cash Purchase Price may be adjusted by the Purchase Price Adjustment and may be increased by the Additional Amount, and collectively with the Intercompany Accounts Payable, the “Purchase Price”);
(b) the Purchase Price Adjustment, if any, payable pursuant to Section 2.4(c)(ii);
(c) an amount equal to the Intercompany Accounts Payable as follows:
(i) concurrent with the execution of this Agreement, the amount of in partial payment of the Intercompany Accounts Payables, in the form of a cashier’s check or certified check made payable to Seller, and
(ii) the remaining balance of the Intercompany Accounts Payable, as set forth on the Closing Date Balance Sheet, shall be paid in four (4) equal monthly installments beginning on the last day of and continuing on the last day of each month thereafter, to and including (unless any such date is not a business day, in which case the payment to be made on such date shall be made on the next succeeding business day), in cash by wire transfer of immediately available funds to an account or accounts designated in advance in writing by Seller; provided, however, that if the parties have not agreed upon the Closing Date Balance Sheet as of and have submitted such item to an Arbiter for final determination, the first installment will be due two (2) business days following such final determination;
(d) within three (3) business days following receipt, from time to time, of a payment by a trade debtor, each of the Intercompany Trade Payables, in cash by wire transfer of immediately available funds to an account or accounts designated in advance in writing by Seller. Concurrent with the payment of an Intercompany Trade Payable, Buyer will provide written notice to Seller of such payment and prepare and deliver to Seller an invoice/receipt detailing receipt of payment from a trade debtor; and
(e) concurrent with the execution of this Agreement, the amount of (the “Additional Amount”), in the form of a cashier’s check or certified check to be deposited in an escrow account held by (the “Escrow Agent”), w...
