Purchase of Subject Shares Sample Clauses

Purchase of Subject Shares. (a) In consideration for the payment made pursuant to Section 2(b) below and the Services to be rendered to the Company during the Term of this Agreement, the Consultant shall be entitled to receive from the Company up to an aggregate of (i) 10,000,000 shares of Common Stock of the Company, less (ii) that number of shares of Common Stock representing 75% of any shares of Common Stock of the Company that may be issued to Axxx Xxxx in connection with a $500,000 secured loan made by such Person to the Company prior to the Effective Date (the “Subject Shares”). The Subject Shares shall be evidenced by one or more stock certificates of the Company registered in the name of the Consultant or the holders of members’ equity interests in the Consultant (the “Members”), as the Consultant may direct the 2 Company in writing. On the Effective Date of this Agreement the Company shall issue to the Consultant or its designated Members an aggregate of 5,000,000 of the Subject Shares which shall be deemed to be fully paid and earned by the Consultant. (b) The purchase price for all of the Subject Shares shall be sum of (U.S.)$625,000 (the “Purchase Price”). Such Purchase Price shall be paid by the Consultant as follows: (i) (U.S.)$62,500 shall be paid in cash to the Company on the Effective Date of this Agreement by one or more checks payable to the Company, and (ii) (U.S.)$562,500 shall be paid by the Consultant rendering the Services contemplated by this Agreement. (c) The balance of the Subject Shares shall be issued by the Company on the Effective Date, but shall be held in escrow by the Company (the “Escrowed Subject Shares”) and shall be subject to redemption by the Company, for $0.001 per share (the “Redemption Price”), pursuant to the provisions of Section 4 of this Agreement. (d) On the Effective Date, the Consultant and its Members shall execute and deliver to the Company a proxy coupled with an interest to vote the Escrowed Subject Shares in such manner as a majority of the board of directors of the Company shall determine, until such time as the Escrowed Subject Shares, or portions thereof, shall have been released from escrow and delivered to the Consultant or its Members. (e) This agreement is subject to approval of the Company’s stockholders at a Stockholders Meeting in accordance with the listing rules of the Australian Stock Exchange Limited.
Sample 1
AutoNDA by SimpleDocs
Purchase of Subject Shares. (a) Each Stockholder hereby grants Sub an irrevocable option (the "Option") to purchase all of the Subject Shares owned by him or it for a purchase price per share equal to $70.00 (as such amount may be adjusted to appropriately reflect any Adjustment Events, the "Original Offer Price"). The Option may be exercised in whole (but not in part) at any time after the date hereof and on or prior to the first anniversary of the date hereof (such first anniversary, the "Option Expiration Date") in the event that (i) a Specified Event (as defined in Section 1(b) below) shall have occurred on or prior to the Option Expiration Date and (ii) the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") with respect to the exercise of the Option shall have expired or been terminated. (b) The term "Specified Event" shall mean (i) Parent or Sub shall have terminated the Merger Agreement under Section 9.01(d) thereof, (ii) the Company shall have terminated the Merger Agreement under Section 9.01(e) thereof, (iii) prior to termination of the Merger Agreement (other than by the Company pursuant to Section 9.01(f) or 9.01(g)), a Takeover Proposal (as defined in the Merger Agreement) shall have been commenced or the Company shall have entered into an agreement with respect to, approved or recommended or taken any action to facilitate, a Takeover Proposal or (iv) Sub shall have accepted for payment, and paid for, shares of Common Stock in the Offer.
Sample 1
Purchase of Subject Shares. (a) Each Stockholder hereby grants Sub an irrevocable option (the "Option") to purchase all of the Subject Shares owned by him or it for a purchase price per share equal to $70.00 (as such amount may be adjusted to appropriately reflect any Adjustment Events, the "Original Offer Price"). The Option may be
Sample 1
Purchase of Subject Shares. Subject to the terms and conditions of this agreement and the OSC Order (as defined below), the Vendor hereby covenants and agrees to sell, assign and transfer to the Corporation, and the Corporation hereby agrees to purchase for cancellation from the Vendor, on the Closing Date (as defined below), all of the Vendor's right, title and interest in and to 27,300,000 of the Subject Shares (the Purchased Shares) free and clear of any obligations or Encumbrances (as defined below).
Sample 1
Purchase of Subject Shares. (a) On the Closing Date, the Principal Stockholders agree to sell, and Highland agrees to purchase from the Principal Stockholders an aggregate of 7,905,850 shares of OTMI Common Stock owned of record and beneficially by the Principal Stockholders (collectively, the "SUBJECT SHARES"). An aggregate of 2,635,284 Subject Shares shall be purchased from Berlin and an aggregate of 5,270,566 Subject Shares shall be purchased from Aurora. (b) Highland shall have the right (but not the obligation) to assign, on or before the Closing Date, the right to purchase all or any portion of the Subject Shares to any one or more person, firm or corporation. Highland, its affiliates or any of such assignees acquiring the Subject Shares are hereinafter sometimes collectively referred to as the "PURCHASERS." (c) The purchase price for all of the 7,905,850 Subject Shares (the "PURCHASE PRICE") shall be $0.0664065 per share or an aggregate of Five Hundred and Twenty Five Thousand Dollars ($525,000.00). Such Purchase Price shall be payable in cash on the Closing Date in immediately available funds to bank accounts designated by each of Aurora and Berlin, as follows: Aurora - $350,000 and Berlin - $175,000. If no such accounts are designated, Highland shall deliver bank cashiers' or certified checks to each of Aurora and Berlin in the amounts set forth herein. (d) Simultaneous with the execution of this Agreement, Highland shall have caused to be deposited in the attorneys' escrow account of Hodgson Russ LLP, the sum of Fifty Thousand Dollars ($50,000), ax x xxxxxxx against the Purchase Price (the "DEPOSIT"). In addition, on a date that shall be not later than November 22, 2006 (the "PURCHASE PRICE DELIVERY DATE"), Highland shall have caused to be deposited in the attorneys' escrow account of Hodgson Russ LLP (the "ESCROW AGENT"), the sum of Four Hundred Sevxxxx Xxxx Xhousand Dollars ($475,000), representing the balance of the Purchase Price. Such funds evidencing the full Purchase Price for the Subject Shares shall be held in escrow by such Escrow Agent in accordance with the terms of the escrow agreement among OTMI, the Principal Stockholders, Highland and the Escrow Agent in the form annexed hereto as EXHIBIT A and made a part hereof (the "ESCROW AGREEMENT"). (e) As provided in the Escrow Agreement, except only for (i) a breach by OTMI or the Principal Stockholders of any of their respective representations and warranties set forth herein, or (ii) the failure of OTMI or the Prin...
Sample 1
Purchase of Subject Shares. Subject to Section 4(b), upon the exercise of the Option with respect to the Subject Shares, Grantor shall, on the Closing Date, deliver any and all stock certificates representing the Subject Shares, duly endorsed for transfer to Option Holder, together with appropriate stock powers duly endorsed for transfer to Option Holder.
Sample 1
Purchase of Subject Shares. Simultaneously with the execution and delivery hereof, the Seller is selling the Subject Shares to the Purchaser and the Purchaser is purchasing the Subject Shares from the Seller. In connection therewith, the Seller shall deliver one or more certificates representing the Subject Shares and assignments separate therefrom assigning the interest of the Seller in the Subject Shares to the Purchaser, or if such certificates are not in the possession of the Seller, an affidavit of the Seller reciting that such certificates has been lost or destroyed, as the case may be.
Sample 1
AutoNDA by SimpleDocs

Related to Purchase of Subject Shares

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Purchase of Stock 2 Section 1.1

  • Purchase of the Shares (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[ · ] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein unless such date is the same as the Closing Date. (b) The Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account[s] specified by the Company to the Representatives, on behalf of the Underwriters, in the case of the Underwritten Shares, at the offices of Lxxxxx & Wxxxxxx LLP, 500 Xxxxxxxx Xxxxxx XX, Xxxxx 0000, Xxxxxxxxxx, X.X. 00000-1304, at 10:00 A.M. New York City time on [ · ], 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Representatives or the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!