Purchase and Sale to Non-BRS Stockholders Sample Clauses

Purchase and Sale to Non-BRS Stockholders. At the Second Closing (defined below), each stockholder of the Company (other than BRS and the BRS Co-Investors) (the “Non-BRS Stockholders”) may elect to purchase, upon delivery of written notice to the Company, up to such stockholder’s Pro Rata Share of the aggregate principal amount of all Notes to be sold hereunder. At the Second Closing, (i) each stockholder that elects to participate shall become party to and agree to be bound by this Agreement by executing a counterpart signature page hereto whereupon Schedule II attached hereto shall automatically be updated to add (A) such Purchaser’s name, (B) the principal amount of the Note such Purchaser has elected to purchase at the Second Closing and (C) the aggregate purchase price for such Note and (ii) the Company shall sell to such Purchaser and, subject to the terms and conditions set forth herein, such Purchaser shall purchase from the Company, a Note in the aggregate principal amount then set forth opposite such Purchaser’s name on Schedule II attached hereto at a price equal to the price then set forth opposite such Purchaser’s name on Schedule II attached hereto. At the Second Closing, the Company shall deliver to BRS and the BRS Co-Investors, by cashier’s or certified check or wire transfer of immediately available funds to such accounts and in such amounts as designated by BRS, an amount equal to the aggregate principal amount of Notes to be sold and delivered by the Company at the Second Closing (the “Second Closing Principal Amount”) plus any accrued but unpaid cash interest on the Second Closing Principal Amount accrued between the Initial Closing and the Second Closing. Any Other Interest (as defined in the Notes) accrued but unpaid at the time of the Second Closing on the Second Closing Principal Amount shall be added to the principal amount of the BRS Notes issued at the Initial Closing (the “Initial BRS Principal Amount”) and shall for all purposes of this Agreement constitute a part thereof. At the Second Closing, the Second Closing Principal Amount shall be deducted from the Initial BRS Principal Amount and the Company shall issue and deliver to BRS and the BRS Co-Investors, in exchange for the delivery of the BRS Notes issued at the Initial Closing, Notes in an aggregate principal amount equal to the difference of the Initial BRS Principal Amount (increased to include any Other Interest) and the Second Closing Principal Amount (the “Second BRS Principal Amount”).
Sample 1
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Purchase and Sale to Non-BRS Stockholders. At the Second Closing, each stockholder of the Company (other than BRS and the BRS Co-Investors) may elect to purchase, upon delivery of written notice to the Company, up to such stockholder’s Pro Rata Share of the aggregate principal amount of all Notes to be sold hereunder. At the Second Closing, (i) each stockholder that elects to participate shall become party to and agree to be bound by this Agreement by executing a counterpart signature page hereto whereupon Schedule II attached hereto shall automatically be updated to add (A) such Purchaser’s name, (B) the principal amount of the Note such Purchaser has elected to purchase at the Second Closing and (C) the aggregate purchase price for such Note and (ii) the Company shall sell to such Purchaser and, subject to the terms and conditions set forth herein, such Purchaser shall purchase from the Company, a Note in the aggregate principal amount then set forth opposite such Purchaser’s name on Schedule II attached hereto at a price equal to the price then set forth opposite such Purchaser’s name on Schedule II attached hereto.
Sample 1

Related to Purchase and Sale to Non-BRS Stockholders

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • 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.

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