Purchase and Sale Transactions Sample Clauses
Purchase and Sale Transactions. (a) In executing transactions with respect to the Managed Assets (other than Collateral Loans originated by AB Private Lending Fund, which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. In pursuit of best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Borrower with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or mark-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or spread or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan occurs as part of any aggregate sale or purchase order (other than Collateral Loans originated by AB Private Lending Fund which are subject to Section 3(b) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be fair and equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the Borrower and other factors consistent with the allocation policies of the Collateral Manager and its Affiliates). The Collateral Manager and its Affiliates may also at c...
Purchase and Sale Transactions. On and subject to the terms and conditions of this Agreement:
(1) Shred-it agrees to sell, assign and transfer to Purchaser Sub 1, and Purchaser Sub 1 agrees to purchase from Shred-it, on the Closing Date, all (but not less than all) the Shred-it International Purchased Securities, free and clear of all Liens (other than those arising out of acts of the Purchasers and any restrictions on transfer under provincial, state or federal (Canadian or US) securities Laws);
(2) The proceeds of the Shred-it International Purchase Price shall be allocated among CC Shredding, CC Dutch Shredding, the Management Shareholders, Boost GP and/or Boost Holdings in accordance with the Shred-it LPA, and Shred-it: (i) shall repay an amount of its outstanding Indebtedness owed to third parties to be determined by the Vendors prior to the Closing; (ii) shall make a distribution to each of CC Dutch Shredding, CC Shredding and the Management Shareholders in their respective allocated amounts of the remaining proceeds in accordance with the Shred-it LPA; (iii) shall lend to Boost Holdings an amount equal to its allocated amount of the remaining proceeds in accordance with the Shred-it LPA, evidenced by a note issued by Boost Holdings to Shred-it (the “Boost Holdings Note”); and (iv) shall lend to Boost GP an amount equal to its allocated amount of the remaining proceeds in accordance with the Shred-it LPA, evidenced by a note issued by Boost GP to Shred-it (the “Boost GP Note”);
(3) Boost Holdings shall use the proceeds from the issuance of the Boost Holdings Note to redeem a portion of the issued and outstanding securities of Boost Holdings held by the Funds, the Co-Investors and SII GP on a pro rata basis having a value equal to the principal amount of the Boost Holdings Note;
(4) Xxxxxxx Xx Xxxxx shall elect to surrender and dispose to Boost GP a portion of his options to acquire shares of Boost GP with an in-the-money amount equal to the principal amount of the Boost GP Note and Boost GP shall use the proceeds from the issuance of the Boost GP Note to acquire and cancel such options;
(5) Each of CC Shredding, CC Dutch Shredding and the Management Shareholders agrees to sell, assign and transfer to Stericycle, and Stericycle agrees to purchase or cause to be purchased from each of CC Shredding, CC Dutch Shredding and the Management Shareholders, on the Closing Date, all (but not less than all) the Shred-it Purchased Securities set forth opposite the name of each of CC Shredding, ...
Purchase and Sale Transactions. 1.1 The Murabaha Deposits shall operate in accordance with the Shariah concept of Murabaha pursuant to which we shall, from time to time purchase Commodities from you on a deferred payment basis.
1.2 You may request us, from time to time, to enter into Transactions by issuing a Notice of Transaction in the form set out in Schedule 2 (Form of Notice of Transaction) pursu- ant to which you shall authorize us to purchase Commodities on your behalf and sell the Commodities to ourselves by completing Purchase Transactions and Sale Transac- tions on your behalf.
1.3 Upon receipt of the Notice of Instruction in the form set out in Schedule 2 (Form of Notice of Transaction), we shall, subject to your payment of the Purchase Price, purchase Commodities on your behalf
1.4 Your sale to us: Following your ownership of the Commodities, we shall issue a ‘Bank’s Offer to Purchase’ the Commodities from you on deferred payment terms at the Deferred Sale Price. Upon our issuance of the ‘Customer’s Acceptance of Bank’s Offer’ on your behalf, a Sale Transaction shall occur and we will issue a ‘Bank’s Confirmation of Purchase’.
1.5 We will maintain an account in your name in respect of the Murabaha Deposit into which the Deferred Sale Price will be paid.
Purchase and Sale Transactions. Brokerage 7
Purchase and Sale Transactions. The parties
Purchase and Sale Transactions. 1. All valid sale/purchase instructions received after 3:00 p.m. on a particular business day and until 3:00 p.m. on the next business day will be combined and processed together (each, a "Batch"). The Broker-Dealer Affiliate will satisfy any purchase instructions out of sale instructions in the following priority:
(a) first, purchase instructions will be satisfied out of sale instructions received from Small Trust Beneficiaries, and
(b) second, purchase instructions will be satisfied out of sale instructions received from Large Trust Beneficiaries. If there are more shares covered by sale instructions from Large Trust Beneficiaries than the remaining shares covered by purchase instructions, then the shares to be satisfied out of those sale instructions will be allocated among the Large Trust Beneficiaries on a pro rata basis. The satisfaction of purchase instructions out of sale instructions will be made at a share price equal to the opening price on the trading day following the day the Batch is formed. If sale instructions exceed purchase instructions, all or a portion of the excess shares will be made available for purchase by the Holding Company as described in paragraph D.6 below; if the Holding Company does not so purchase all of such excess shares, the Broker-Dealer Affiliate will place an order with one or more brokers to sell the excess shares. In the event that purchase instructions exceed sale instructions, the Broker-Dealer Affiliate will place an order with one or more brokers to purchase sufficient shares to satisfy the deficiency.
2. The executing brokers may be affiliates of the Program Agent but not affiliates of the Trustee or the Holding Company.
3. The Broker-Dealer Affiliate and the brokers will process purchase and sale instructions for a Batch on the trading day following the day the Batch is formed. However,
(a) if there has occurred any act of God or nature, mechanical or electrical breakdown, computer failure, failure or unavailability of the Federal Reserve Bank wire, facsimile, Internet, telex, or other transaction or communications system or power supply, in each case the effect of which is such as to make it, in the judgment of the Broker-Dealer Affiliate, after taking into account all commercially reasonable means of doing so, impracticable to process purchase and sale instructions under the Program, or
(b) if trading in any equity securities of the Holding Company has been suspended or materially limited by the Securities a...
Purchase and Sale Transactions. 2.1 Purchase of X1 Conveyed TIC Interests, X2 Conveyed TIC Interest and LLC Interests in CB Greece Project Entity. Provided that the Closing, as such term is defined in the Exchange Agreement, has occurred, then simultaneously with such Closing (i) PAC shall purchase from AHC Exchange Entity I and AHC Exchange Entity I shall sell to PAC good and marketable fee simple absolute title to the X1 Conveyed TIC Interests, (ii) PAC shall purchase from AHC Exchange Entity II and AHC Exchange Entity II shall sell to PAC the X2 Conveyed TIC Interest, and (iii) PAC shall purchase from AHC and AHC shall sell to PAC good and marketable title to the CB Greece Conveyed LLC Interest, in each case subject only to the applicable Liens and Lease, for an aggregate purchase price of one million five hundred forty seven thousand nine hundred sixty nine dollars ($1,547,969) (the "Purchase Price"). The Purchase Price shall be paid as follows: (a) nine hundred ninety seven thousand nine hundred sixty nine ($997,969) (the "Purchase Price Cash Payment") shall be paid in cash to or as directed by AHC and the AHC Exchange Entities at the Closing, of which $800,000 shall be deposited by PAC into the Key Cash Collateral Account for the account of the AHC Exchange Entities and (b) five hundred fifty thousand dollars ($550,000) shall be paid by the delivery by PAC at Closing to or as directed by AHC and the AHC Exchange Entities of the Purchase Note in the principal amount of $550,000 and having the terms described herein and in the definition of Purchase Note in Appendix A hereto (the "Purchase Note"). The Purchase Note shall be secured as described in the PAC Collateral Assignment Agreement.
Purchase and Sale Transactions. Goods and Services Purchase and Sale Agreements
Purchase and Sale Transactions. Subject to the terms and conditions set forth in this Agreement, the following transactions shall take place at Closing (or, to the extent provided in clause (a) below, prior to Closing):
(a) prior to Closing, Anschutz shall contribute to AREC through its corporate parent, AREC Holding, Inc., cash in the amount of US$55,000,000 (such amount, as adjusted pursuant to Section 2.02, being herein referred to as the "CASH AMOUNT");
(b) Forest and Anschutz shall take such actions and execute such documents and instruments as may be necessary to cause each of the Anschutz Subsidiaries designated below to be merged with a wholly-owned subsidiary of Forest to be designated by Forest, such that (i) the applicable Anschutz Subsidiary is the surviving corporation in such merger, (ii) the issued and outstanding shares of common stock of such Anschutz Subsidiary are converted into the number of shares of Forest Common Stock indicated below, (iii) the name of the surviving Anschutz Subsidiary is changed to remove the word "Anschutz" from such entity's name, and (iv) such merger qualifies as a reorganization pursuant to sections 368(a) and 368(a)(2)(E) of the Code: NAME OF ANSCHUTZ SUBSIDIARY NUMBER OF SHARES OF FOREST COMMON STOCK AREC Holding, Inc. 5,022,152 Anschutz South Africa Corporation 73,639 Anschutz Romania Corporation 92,048 Anschutz Albania Corporation 73,639 Anschutz Switzerland Corporation 18,410 Anschutz Tunisia Corporation 36,819 Anschutz Spain Corporation 14,728 Anschutz Austria Corporation 18,410 ---------- Total 5,349,845
(c) Anschutz shall convey, or cause its applicable subsidiary to convey, the Italian Assets to Forest or its designee in exchange for the issuance by Forest to Anschutz of 25,774 shares of Forest Common Stock; and
(d) subject to the terms of Section 5.11 (and except with respect to such capital stock listed in Schedule 4.12 as being owned by a Person other than Anschutz, its Affiliates or the Anschutz Subsidiaries), Forest and Anschutz shall take such actions and execute such documents and instruments as may be necessary to cause all of the issued and outstanding capital stock of each of the Anschutz Subsidiaries designated below to be conveyed to Forest or one or more of its designees in exchange for the number of shares of Forest Common Stock indicated below such that such exchange qualifies as a reorganization pursuant to section 368(a)(1)(B) of the Code: NUMBER OF SHARES OF NAME OF ANSCHUTZ SUBSIDIARY FOREST COMMON STOCK Anschutz Ca...
Purchase and Sale Transactions. Upon exercise of the Over-Allotment Option, if any, the Fund, ACS Canada, the Company, ACS Holdings and ACS InfoSource shall enter into and implement the following transactions:
9.1.1. ACS Canada will issue and sell to the Fund, and the Fund will purchase from ACS Canada, ACS Canada Common Shares at a price of $1.00 per ACS Canada Common Share for an aggregate subscription price equal to 50% of the aggregate proceeds received by the Fund pursuant to the exercise of the Over-Allotment Option (net of any fees and expenses of the Offering payable by the Fund) (the "OVER-ALLOTMENT FUND COMMON SHARE SUBSCRIPTION PRICE").
9.1.2. ACS Canada will issue and sell to the Fund, and the Fund will purchase from ACS Canada, ACS Canada Notes in a principal amount equal to 50% of the aggregate proceeds received by the Fund pursuant to the exercise of the Over-Allotment Option (net of any fees and expenses of the Offering payable by the Fund) of a price of 100% of such principal amount (the "OVER-ALLOTMENT FUND NOTE SUBSCRIPTION FEE").
9.1.3. ACS Holdings will sell to ACS Canada, and ACS Canada will purchase from ACS Holdings, such number of Company Membership Interests at a price of US$1.00 per Company Membership Interest for an aggregate price equal to the sum of the Over-Allotment Fund Common Share Subscription Price and Over-Allotment Fund Note Subscription Price (net of any fees and expenses of the Offering payable by ACS Canada) (the "OVER-ALLOTMENT COMPANY MEMBERSHIP INTEREST PURCHASE PRICE").
9.1.4. ACS InfoSource shall sell to ACS Holdings, and ACS Holdings shall repurchase for cancellation all of ACS InfoSource's right, title and interest in and to ACS Holdings Membership Interests (at a price of US$1.00 per ACS Holdings Membership Interest) and a portion of the principal amount of ACS Holdings Notes for an aggregate purchase price equal to the Over-Allotment Company Membership Interest Purchase Price to be allocated as between ACS Holdings Membership Interests (the "OVER-ALLOTMENT ACS HOLDINGS MEMBERSHIP INTERESTS REPURCHASE PRICE") and ACS Holdings Notes (THE "OVER-ALLOTMENT ACS HOLDINGS NOTES REPURCHASE PRICE") in the same proportions as the ACS Holdings Repurchase Price in Section 8.1.
9.1.5. The parties agree that any expenses attributable to the Over-Allotment Option will be paid in the same proportion as the fees in connection with the Closing.