Purchase and Sale Procedures. 35 4.02 Conditions Precedent to the First Purchase........................... 36 4.03 Conditions Precedent to Each Purchase and Reinvestment............... 38 4.04
Purchase and Sale Procedures. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,750,000.00 of Debentures and Warrants. The purchase and sale of the Securities to each Purchaser hereunder is expressly conditioned on (a) the public announcement by the Company that it has entered into a definitive agreement for the acquisition by the Company of Ester Neurosciences Ltd., an Israeli company, and that it intends to call an extraordinary general meeting of shareholders to effect a reverse stock split for the purpose of bringing the Company into compliance with the continuing listing requirements of the Nasdaq Capital Market (the “Announcement”), and (b) such Purchaser’s satisfactory review of the Prospectus Supplement. Prior to the satisfaction of each of such conditions, this Agreement shall only constitute an indication of interest by the purchaser in the offered securities. The process for funding and delivery of the Securities to each Purchaser shall be as follows:
(1) no later than 4:00 PM Eastern Standard Time in the United States (“EST”) on the date of this Agreement, the Purchaser shall deliver executed signature pages hereto, and the Company shall deliver legal opinions of Company Counsel, substantially in the forms of Exhibits B and C attached hereto, in each case to a mutually-agreed third party to be held pending release of funds;
(2) prior to the end of the calendar day on the date of this Agreement, the Company shall provide to each Purchaser a copy of the Prospectus Supplement;
(3) the Company plans to make the Announcement prior to 7:30 AM EST on the business day following the date of this Agreement, whereupon the condition in clause (a) above shall be satisfied;
(4) on the business day following the date of this Agreement (assuming the condition in clause (a) above is satisfied as provided in the preceding clause (3)), (A) at 7:30 AM EST, the condition in clause (b) above shall be satisfied, unless prior to that time the Company receives notice in writing from the Purchaser that the Purchaser is not satisfied with the Prospectus Supplement, such notice to be faxed to: 011 3531 6699 028, Attention: Xxx Xxxxx, or e-mailed to:xxx.xxxxx@xxxxxxxxxx.xxx; (B) simultaneously with the satisfaction of the condition in clause (b) above as provided in the preceding clause (A), the signature pages and legal opinion referred to in clause (1) sh...
Purchase and Sale Procedures. 3.1 Proposals and Purchase Orders. From time to time, Prysm may provide Customer with certain proposals or quotations for certain Products and/or Services, including applicable pricing, subscription term, and other associated details (each, a “Proposal”), and Customer may order such Products or Services from Prysm by accepting and executing such Proposal and/or issuing a purchase order referring to such Proposal (each a “Purchase Order”). In the event of any conflict or inconsistency between the terms of a Proposal and Purchase Order or between the terms of a Proposal or this Agreement, the terms of the Proposal shall control. Each Proposal, as agreed to by both Customer and Prysm, is referred to herein as an “Order”.
Purchase and Sale Procedures. The purchase by the Purchaser of the Offered Shares will be undertaken in the manner described in this Article 3 in compliance in all material respects with all applicable Laws:
Purchase and Sale Procedures. Section 2.1 Sale of Mortgage Loans....
Purchase and Sale Procedures. Operation of Facility
(a) It is acknowledged and agreed by the parties hereto that the Purchased Refund shall be purchased by EDC and sold by the Seller pursuant to this Agreement and the Purchase Notice.
(b) EDC shall deliver to the Seller, by facsimile or other electronic means, with a completed Purchase Notice based on data concerning cash deposit amounts and accrued interest up to arid including the Purchase Date provided to EDC by USCBP and the Seller hereby acknowledges and agrees that it accepts such amounts for purposes of this Agreement. The Purchase Notice shall specify the Purchase Price and the Purchase Date.
(c) If EDC has delivered the Purchase Notice to the Seller, EDC shall purchase the Purchased Refund on the Purchase Date for an amount equal to the Purchase Price as specified in the Purchase Notice and subject to the terms and conditions of this Agreement.
(d) Upon payment of the Seller Amount by EDC to the Seller on the Purchase Date, all right, title and interest of the Seller in and to the Purchased Refund shall immediately be deemed to be assigned, transferred and sold to EDC, as an absolute sale (and not as security), and all of Seller’s right, title and interest in and to the Purchased Refund shall indefeasibly and irrevocably vest in EDC automatically without the necessity of any further instrument or formality, conveyance, transfer or assignment thereof to EDC.
(e) (i) In the event that the amount of the Purchased Refund paid to EDC (excluding any accrued interest on the Purchased Refund from the Purchase Date to the liquidation date of the related covered entries) is less than the Purchase Price, the Seller shall pay EDC, promptly upon receipt of a written request by EDC, the amount of any such shortfall amount plus the interest thereon calculated at the rate per annum used by USCBP from the Purchase Date to the date of receipt by EDC of such amount less the US Interests applicable pro rata share of the shortfall amount. The US Interests applicable pro rata share of the shortfall amount shall be computed by multiplying the shortfall amount by a fraction (i) the numerator of which is USD 1 billion and (ii) the denominator of which is the aggregate amount of all duties and accrued interest payable to all importers of record, as calculated and proved by USCBP under the AD Order and the CVD Order as of the date of entry into force of the Softwood Lumber Agreement.
Purchase and Sale Procedures. 5556 Section 3.02.
Purchase and Sale Procedures. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,750,000.00 of Debentures and Warrants. The purchase and sale of the Securities to each Purchaser hereunder is expressly conditioned on (a) the public announcement by the Company that it has entered into a definitive agreement for the acquisition by the Company of Ester Neurosciences Ltd., an Israeli company, and that it intends to call an extraordinary general meeting of shareholders to effect a reverse stock split for the purpose of bringing the Company into compliance with the continuing listing requirements of the Nasdaq Capital Market (the “Announcement”), and (b) such Purchaser’s satisfactory review of the Prospectus Supplement. Prior to the satisfaction of each of such conditions, this Agreement shall only constitute an indication of interest by the purchaser in the offered securities. The process for funding and delivery of the Securities to each Purchaser shall be as follows:
Purchase and Sale Procedures. Section 2.1 Sale of Mortgage Loans
Purchase and Sale Procedures. At any time and from time to time after the date hereof and prior to May 30, 1999, the Company may request (a "Company Request") that the Investors purchase from the Company all or a portion of the total aggregate principal amount of Notes (the "Requested Investment Amount") and related Warrants that the Investors have agreed to purchase pursuant to Section 1.1. In order to be effective, any such Company Request shall be in writing, signed by the President and Chief Financial Officer of the Company and delivered to the Investors c/o each of Xxxxx Xxxxxxxxx, Vice President, General Electric Capital Corporation, 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000 and Xxxxxxx X. Case, Vice President, Patricof & Co. Ventures, Inc., 000 Xxxxx Xxxxx Xxxx, Xxxx xx Xxxxxxx, XX 00000 (or such other representative of the Investors as shall be selected from time to time by the written consent of all of the Investors and as to which the Investors shall have notified the Company). Subject to the terms and conditions of this Agreement, upon receipt of an effective Company Request, each Investor, severally, shall purchase, and the Company shall sell and issue to such Investor, (i) a Note in the principal amount equal to the product of (A) the Requested Investment Amount, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of Notes set forth opposite such Investors' name on SCHEDULE A and the denominator of which is the total of the aggregate principal amount of Notes set forth opposite all of the Investor's names on SCHEDULE A (an "Investor's Allocable Note Amount"), and (ii) a Warrant to purchase a number of shares of Common Stock equal to the quotient of (A) the product of the principal amount of the Note being purchased and sold pursuant to clause (i), multiplied by .20, divided by (B) .62 (an "Investor's Allocable Warrants").
