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 Units. (a) Subject to the terms and conditions set forth herein, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto.
(b) Anything in paragraph (a) above to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders.
(c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date:
(i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon to the Closing Date; and
(ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times the number of Units to be purchased by such Purchaser hereunder, as may be reduced pursuant to Section 1.02(b) above, less the amount of principal and interest surrendered under clause (i) above).
Purchase and Sale of the Units. Subject to the terms and conditions of this Agreement and the satisfaction of the Closing Conditions, the Investor subscribes for and agrees to purchase and acquire from the Company and the Company agrees to sell and issue to the Investor the Investor’s Units at the purchase price of $0.80 per Unit (the “Purchase Price”).
Purchase and Sale of the Units. Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.
Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth herein, the Company agrees to sell, and each of the Investors agrees to subscribe for the number of Units for such Investor’s Subscription Amount as set forth opposite the name of each Investor on Appendix A. Each closing of this Offering is referred to as a “Closing” and the date associated with each Closing is referred to as a “Closing Date”. The Company and the Placement Agent shall have mutually determined the timing of each Closing. Each Closing hereunder, including payment for and delivery of the Units, shall, unless otherwise agreed to by the Company and the Placement Agent, take place remotely via the exchange of documents and signatures, subject to satisfaction or waiver of the conditions set forth in Section 6.
(b) The Investors and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the applicable Subscription Amount shall be allocable between the securities comprising the Units based on the relative fair market values thereof. Neither any Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. Law.
Purchase and Sale of the Units. 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 in the amount set forth beneath such Investor's name on the Investor's signature page in exchange for the Subscription Amount (reflecting a per Unit purchase price of $0.40) as specified in Section 2.2 below.
Purchase and Sale of the Units. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, at the Closing, the Seller agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Seller the Units for the consideration of $20,000,000 (the “Sale Consideration”), payable by wire transfer to an account designated in writing by the Seller.
Purchase and Sale of the Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell 4,000,000 Firm Units to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $24.13 per Unit, the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto.
(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership grants to the Underwriters an option to purchase, severally and not jointly, up to 600,000 Option Units at the same purchase price per unit as the Underwriters shall pay for the Firm Units. Said option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as the number of the Firm Units set forth opposite the name of such Underwriter on Schedule 1 hereto bears to the aggregate number of the Firm Units, subject to such adjustments as the Representatives, in their absolute discretion, shall make to eliminate any fractional units.
Purchase and Sale of the Units. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number of Units at a price equal to $0.05 per Unit (the “Purchase Price”) and for the aggregate subscription amount set forth on the signature page hereto. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant evidencing the applicable number of Shares and Warrant Shares subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below).
(b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price (the “Purchase Price”) set forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of “Indeglia & Xxxxxx LLP Attorney Client Trust Fund as Escrow Agent for RealBiz Media Group, Inc.”
(c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of a minimum of $456,000 (or such greater amount as is required to repay the Company’s June 16, 2015 convertible $500,000 promissory note issued to Himmil Investments Ltd. (the “Himmil Note”) in full) and a maximum of $950,000 of Units, which offering is being made on a “best efforts” basis (the “Offering”). During the Offering Period, funds will be held in an escrow account established by the Company and released at the discretion of the Company from time to time. If a subscription is not accepted, whether in whole or in part, the subscription funds held therein will be returned to the investor without interest or deduction.
Purchase and Sale of the Units. (a) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Sellers the number of Units indicated on Schedule A hereto (the “Subscription Amount”) at a purchase price per Unit equal to $140.88 (the “Unit Price”) for an aggregate purchase price indicated on Schedule A hereto (the “Aggregate Purchase Price”). Subject to the terms and conditions of this Agreement, the Sellers shall issue or sell (as the case may be) to the Investor the number of Units equal to the Subscription Amount. For each twenty shares of Common Stock sold by the Selling Stockholder to the Investor hereunder, the Company shall issue and deliver to the Investor a Warrant, entitling the holder thereof to purchase seven shares of Common Stock from the Company (subject to adjustment as provided in the Warrant).
(b) Subject to the terms and conditions of this Agreement, within three business days after the date of this Agreement, the Investor shall deliver the Aggregate Purchase Price by wire transfer to The Bank of New York, as escrow agent (the “Escrow Agent”), in accordance with the wire transfer instructions attached hereto as Exhibit B.
