Purchase and Sale Procedures. 35 4.02 Conditions Precedent to the First Purchase.......................................................36 4.03 Conditions Precedent to Each Purchase, Reinvestment and Aggregate Net Investment.................39 (i)
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 $1,000,000 of Shares 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. 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. 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; -4- (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...
Purchase and Sale Procedures. (a) Maximum Net Investment. If, on any closing date for an ---------------------- Incremental Purchase, the Purchase Price to be paid on such date for such Incremental Purchase would cause the Net Investment to exceed the Maximum Net Investment, the Owners may, at their option, either refuse to make such Incremental Purchase or make a smaller Incremental Purchase such that, immediately after the payment of the smaller Purchase Price, the Net Investment would not exceed the Maximum Net Investment.
Purchase and Sale Procedures. ....................................................12 Section 2.1 Sale of Mortgage Loans.......................................................12 Section 2.2 Purchase.....................................................................13 Section 2.3 Fees.........................................................................14 Section 2.4 Sales Commissions............................................................14 Section 2.5 Updated Representations Concerning the Seller................................15 Section 2.6 Representations and Warranties Concerning Mortgage Loans...............................................................15 Section 2.7 Rejection of Mortgage Loans..................................................21 Section 2.8 Sale of Mortgage Loans to Take-Out Investors.................................21 Section 2.9 Seller's Obligations with respect to Defective Mortgage Loans...............................................................22 ARTICLE 3
Purchase and Sale Procedures. 5556 Section 3.02.
Purchase and Sale Procedures. Operation of Facility
Purchase and Sale Procedures. Section 2.1 Sale of Mortgage Loans
