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Purpose of Purchase Sample Clauses

Purpose of PurchaseSuch Purchaser is purchasing the Purchased Securities for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that the Purchased Securities have not been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act).
Purpose of Purchase. You are purchasing Tokens/coins to use them as set out in section 3. You are not purchasing Tokens/coins for any other uses or purposes, including, but not limited to, any investment, arbitrage strategy, immediate resale, speculative or other financial purposes. No Conflict. Your purchase of Tokens/coins complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens/coins and using the Tokens/coins as set out in section 3, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. Where necessary, you have obtained all governmental and other consents that are required to have been obtained by you with respect to this Agreement. Acting on behalf of an Entity. If you are purchasing Tokens/coins on behalf of any entity (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf and to accept this Agreement, and (iii) such entity will be responsible for breach of this Agreement by you or any other employee or agent of such entity (references to "you" in this Agreement refer to you and such entity, jointly). Not a US Person or Person from a prohibited Xxxxxxxx.Xxx are not (i) a resident or domiciliary of New York State or purchasing Tokens/coins from a location in New York State; (ii) a citizen or resident of a geographic area in which purchase of the Tokens/coins is prohibited by applicable law, decree, regulation, treaty, or administrative act; (iii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; (iv) a citizen or resident of the United States, Canada, Afghanistan, Belarus, Bosnia Herzegovina, Burundi, Central Africa republic, Comoros, Congo, Congo Democratic republic, Cuba, Equatorial Guinea, Eritrea, Guinea, Guinea Bissau, Haiti, Iran, Iraq, Libya, Mali, Myanmar, North Korea, Puerto Rico, Philippines, Somalia, Sudan, Sudan Republic of South, Syria, Tunisia, Yemen, Zimbabwe or any jurisdiction into which the offer and purchase of Tokens/coins would be unlawful; or (v) an individual, or an individual employed by or associated with an entity, identified on the
Purpose of Purchase. RSL understands that the Shares are being sold by Stockholder without registration under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws. RSL is entering into this Agreement with the intent to purchase the Shares solely for investment, and RSL does not have any intent to resell or otherwise distribute or dispose of any of the Shares, and will not take any action after the Initial Closing or the Second Closing which would result in a public offering of the Shares or any other distribution of the Shares in violation of any securities laws or regulations then applicable.
Purpose of Purchase. Buyer is purchasing Seller Shares neither for investment nor for resale.
Purpose of Purchase. QBIZ is purchasing corporate stock under this agreement neither for investment nor for resale. QBIZ intends that XXXXX be operated as a division of XXXXXXXXXXX.XXX, INC., a wholly owned subsidiary of QBIZ.
Purpose of Purchase. (a) Purchaser is purchasing the Tokens for Purchaser’s own account, and Purchaser is not acting as a trustee, agent, representative or nominee for any other person or entity that will or intends to be the beneficial owner or user of the Tokens or to exert control or dominion over the Tokens. (b) Purchaser is purchasing the Tokens solely for the purpose of using them on or in connection with the Nodle Network (as defined in the White Paper) in accordance with the terms of service governing the Nodle Network, as may be amended by Seller in its sole discretion from time to time (the “Terms of Service”), and not for any investment or speculative purpose or intent and without any expectation of future appreciation of the value of the Tokens. Purchaser is not purchasing the Tokens with a view to, or for offer or sell in connection with, any distribution of the Tokens, regardless of whether such offer, sale or distribution complies with or violates any Law applicable to Purchaser’s jurisdiction of Residence.

Related to Purpose of Purchase

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Nature of Purchase Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control.

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • USE OF PURCHASE PRICE At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others.

  • Conditions of Purchase Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

  • Timing of Purchases This Option is not exercisable in any part until one (1) year after the date of grant. Subject to the provisions for termination and acceleration, this Option shall become exercisable in installments as follows: (a) after one (1) year after the date of grant, up to fifty percent (50%) of the total number of shares optioned; and (b) after two (2) years after the date of grant, up to all of the optioned shares until and including the expiration date of the Option whereupon the Option shall expire and may thereafter no longer be exercised. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of the Option such number of shares of its Common Stock as shall be required for issuance and delivery upon full exercise of the Option.

  • Terms of Purchase and Sale a. For residential customers, the RFG capacity may not exceed twenty (20) kilowatts alternating current, and for non-residential customers, the RFG capacity may not exceed one (1) megawatt alternating current. The total connected capacity of all generators shall not exceed 1.0% of the Cooperative’s Virginia peak-load forecast for the previous year. b. For general purposes, the Customer’s tariff shall be that tariff under which Customer would be served if Customer were not a net energy metering customer (the Customer’s standard tariff). Time-of-use net metering is not permitted under an electricity supply service tariff having no demand charges. c. Over the Billing Period, electricity generated by Customer’s RFG shall be metered and shall be netted against the electricity supplied to Customer by Cooperative. Customer shall receive a Billing Period Credit in any Billing Period in which the quantity of electricity generated and fed back into the electric grid by Customer’s RFG exceeds the electricity supplied to Customer for the Billing Period. d. For any Billing Period in which generation exceeds consumption, producing a Billing Period Credit, the monthly charge shall be based only on the fixed charges of Customer’s standard tariff. Customer must pay only the nonusage sensitive charges for any Billing Period in which a Billing Period Credit exists. If Customer is under a time-of-use tariff with net metering, Excess Generation is determined separately for each time-of-use tier. Customer must pay only the demand charges and the nonusage sensitive charges in any Billing Period when there are credits in all tiers for that Billing Period. e. Billing Period Credits will be carried forward and applied to offset future consumption charges within the Net Metering Period. Billing Period Credits shall be accumulated, carried forward, and applied at the first opportunity to any Billing Periods having positive net consumptions (by tiers, in the case of time-of-use customers). f. Customer shall be solely responsible for complying with any and all other requirements of federal, state, or local law or regulation regarding the operation or maintenance of its RFG. Cooperative shall not be responsible for any additional costs related to ensuring the RFG’s compliance with any legal or regulatory requirements.

  • 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.

  • Conditions of Purchases SECTION 3.01.