Purchases of Common Stock. Upon consummation of any purchase of Common Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire valid, legal and marketable title to all of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased pursuant to the Pledge Agreement. Neither the execution and delivery of the Loan Documents nor the performance of any obligation thereunder violates any provision of law or conflicts with or results in a breach of or creates (with or without the giving of notice or lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any of its properties is affected. No consent of any federal, state or local governmental authority, agency or other regulatory body, the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in connection with the execution, delivery or performance of the Loan Documents and the transactions contemplated therein or in connection therewith, including, without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds of the Loan pursuant thereto.
Purchases of Common Stock. Except for the acquisition of shares of Common Stock pursuant to the Acquisition Agreement, subject to the exceptions set forth in Section 3.03, during the Standstill Period, BMS and the Equity Holding Entity shall not, and BMS shall not permit its Affiliates to, directly or indirectly, acquire or make a proposal to acquire beneficial ownership of any shares of Common Stock from the Company or any other person or entity.
Purchases of Common Stock. Upon consummation of any purchase of Common Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire valid, legal and marketable title to all of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased pursuant to the Pledge Agreement. To the actual knowledge of the
(a) neither the execution and delivery of the Loan Documents nor the performance of any obligation thereunder violates any provision of law or conflicts with or results in a breach of or creates (with or without the giving of notice or lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any of its properties is affected, and (b) no consent of any federal, state or local governmental authority, agency or other regulatory body, the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in connection with the execution, delivery or performance of the Loan Documents and the transactions contemplated therein or in connection therewith, including, without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds of the Loan pursuant thereto.
Purchases of Common Stock. The Borrower has valid, legal and marketable title to all of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased pursuant to the Pledge Agreement. Neither the execution and delivery of the Loan Documents nor the performance of any obligation thereunder violates any provision of law or conflicts with or results in a breach of or creates (with or without the giving of notice or lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any of its properties is affected. No consent of any federal, state or local governmental authority, agency or other regulatory body, the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in connection with the execution, delivery or performance of the Loan Documents and the transactions contemplated therein or in connection therewith, including, without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds of the Loan pursuant thereto.
Purchases of Common Stock. 8 ARTICLE IV
Purchases of Common Stock. Upon consummation of any purchase of Common Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire a valid, legal and marketable title to all of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock so purchased pursuant to the Pledge Agreement. Neither the execution and deliver of the Loan Documents nor the performance of any obligation thereunder violates any provision of law or conflicts with or results in a breach of or creates (with or without the giving of notice or lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is bound or any of its properties is affected. No consent of any federal, state or local governmental authority, agency or other regulatory body, the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required to be obtained in connection with the execution, deliver or performance of the Loan Documents and the transactions contemplated therein or in connection therewith, including, without limitation, with respect to the transfer of the shares of Common Stock purchased with the proceeds of the Loan pursuant thereto. For purposes of this Article, "actual knowledge of the Trustee" means the actual knowledge of representatives of the Trustee who have worked on the transactions contemplated under the Loan Documents, specifically Jxxxx X. XxXxxxxx, VP.
Purchases of Common Stock. Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:
Purchases of Common Stock. (a) Subject to the terms and conditions hereof, the Investors hereby irrevocably subscribe for the purchase of an aggregate of up to $25,000,000 in Securities, which are issuable and payable as described in Section 4.
(b) Notwithstanding anything herein to the contrary, no Investor shall have any obligation to purchase any shares of Common Stock under this Agreement if such shares proposed to be purchased, when aggregated with all other shares of Common Stock then owned beneficially (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by such Investor and its Affiliates would result in the beneficial ownership by such Investor and its Affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock.
Purchases of Common Stock. A. Subject to approval by Employer's Board of Directors, Employer shall deliver to Employee an option to purchase 106,000 shares of the common stock of Employer, in accordance with the terms of the Robexxx, Xxc. 1993 Stock Incentive Plan.
B. If at any time during the first two years following the effective date of this Agreement, Employee is named President and Chief Operating Officer of Employer, subject to approval by Employer's Board of Directors, Employer shall deliver to Employee an option to purchase 50,000 shares of the common stock of Employer, in accordance with the terms of the Robexxx, Xxc. 1993 Stock Incentive Plan.
C. Within 30 days after the effective date of this Agreement, Employee will purchase 10,000 common shares of Employer, at the fair market value(3) on the date of such purchase, and will deliver payment in full for such purchase.
(1) Employee hereby acknowledges that the common shares to be delivered to him pursuant to this subsection C. will not be registered for sale under applicable federal securities laws and regulations and may never be so registered. Employee agrees to execute an "investment letter" in form reasonably satisfactory to Employer's General Counsel, and substantially as follows: Robexxx, Xxc. Attention: Robexx X. Xxxxxx 1100 Xxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxx 00000-0000 Dear Sir: I have agreed to purchase 10,000 Common Shares of Robexxx, Xxc. ("Shares"). You have undertaken to sell these Shares to me on the basis of the representations and assurances contained in this letter. I hereby represent and warrant I am purchasing the Shares for my own account, for investment and not for the purpose of resale or redistribution except in accordance with the Securities Act of 1933 and the Rules and Regulations of the Securities and Exchange Commission thereunder. I am not acquiring these securities for resale upon the occurrence or nonoccurrence of some predetermined event such as, for example, the expiration of the six-month capital gains period under the Internal Revenue Code, or a market rise, or if the market does not rise, or after any fixed or determinable period in the future. I agree that the certificate for the Shares purchased may bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred unless there is in effect with respect to said shares a registration statement pursuant to that Act, or unless the h...
Purchases of Common Stock. 8 Section 3.1 Applicability........................................... 8 Section 3.2
