Sale and Auction Agreement Sample Clauses

Sale and Auction Agreement the Sale and Auction Agreement dated the date hereof among the Trust, EES, and Blackbird 2 relating to, among other things, the acquisition, disposition and financing of the Class B Member Interest by the Trust. Securities Act ‑ the Securities Act of 1933. Sharing Ratio ‑ subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Membership Interests, (a) from the Effective Date to the Closing Time, the percentage specified for a Member as its initial Sharing Ratio on Exhibit A, and (b) from and after the Closing Time, the percentage specified for a Member as its Sharing Ratio on Exhibit B; provided, however, that the total of all Sharing Ratios shall always equal 100%. Term ‑ Section 2.06. Trust - introductory paragraph. Trust Agreement - the Trust Agreement creating the Trust dated as of the date hereof. Winning Bidder ‑ Section 3.03(b). Other terms defined herein have the meanings so given them. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) references to an Exhibit refer to the Exhibit attached to this Agreement, which is made a part hereof for all purposes; (d) references to Laws refer to such Laws as they may be amended from time to time, and references to particular provisions of a Law include any corresponding provisions of any succeeding Law; (e) references to agreements and contracts shall include any amendments and supplements executed from time to time; and (f) references to money refer to legal currency of the United States of America. The Company was formed as a Delaware limited liability company by the filing of the Delaware Certificate, as of the Formation Date. The parties hereto hereby continue the Company, pursuant to the terms and conditions of this Agreement. The Agreement amends and restates in its entirety and supersedes the Original Agreement which shall have no further force or effect. The name of the Company shall continue to be “Blackbird 1, L.L.C.” and all Company business must be conducted in that name or such other names that comply with Law as the Managing Member may select. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Delaware Certificate or such other office (...
Sample 1
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Sale and Auction Agreement the Sale and Auction Agreement dated as of the date hereof among the Trust, the Sponsor and the Company Transferor relating to, among other things, the acquisition of the Asset LLC Member Interest by the Trust and under which (i) the Company will transfer on the Closing Date the Asset LLC Member Interest to the Trust for an aggregate purchase price of $_____________ and (ii) the Sponsor and the Company will enter into certain covenants and agreements with respect to the Asset LLC Member Interest. from the Transferor. Securities Act ‑ the Securities Act of 1933. Series ‑ Series Danno A B of the Trust created pursuant to a Series Supplement (as defined in the Trust Agreement) dated the date hereof and executed by the Sponsor and the Agent (as defined in the Facility Agreement). Series Certificate ‑ the Series Certificate (as defined in the Trust Agreement) for the Series issued by the Trust on the date hereof. Series Certificate Holder ‑ any holder of a Series Certificate.
Sample 1
Sale and Auction Agreement the Sale and Auction Agreement dated as of the date hereof among the Trust, the Sponsor and the Transferor relating to, among other things, the acquisition of the Asset LLC Member Interest by the Trust from the Transferor. Securities Act - the Securities Act of 1933. Series - Series Danno B of the Trust created pursuant to a Series Supplement (as defined in the Trust Agreement) dated the date hereof and executed by the Sponsor and the Agent (as defined in the Facility Agreement). Series Certificate - the Series Certificate (as defined in the Trust Agreement) for the Series issued by the Trust on the date hereof. Series Certificate Holder - any holder of a Series Certificate.
Sample 1
Sale and Auction Agreement the Sale and Auction Agreement dated as of the date hereof among the Trust, EES and the Company relating to, among other things, the acquisition of the Blackbird 1 Member Interest by the Trust and under which (i) the Company will transfer on the Closing Date the Blackbird 1 Member Interest to the Trust for an aggregate purchase price of $___________ and (ii) EES and the Company will enter into certain covenants and agreements with respect to the Blackbird 1 Member Interest. Securities Act - the Securities Act of 1933. Term - Section 2.06.
Sample 1
Sale and Auction Agreement the Sale and Auction Agreement dated the date hereof among the Trust, the Sponsor, and the Transferor relating to, among other things, the acquisition, disposition and financing of the Class B Member Interest by the Trust. Securities Act ‑ the Securities Act of 1933. Sharing Ratio ‑ subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Membership Interests, the percentage specified for a Member as its Sharing Ratio on Exhibit A; provided, however, that the total of all Sharing Ratios shall always equal 100%. Sponsor ‑ introductory paragraph. Subsequent Assets ‑ any Series Certificates of Beneficial Ownership in the Tahiti Series Trust other than the Initial Asset, evidencing a fractional undivided interest in a series of such trust other than Series Fiji Z, including but not limited to series of such trust that are created upon the reallocation of the assets of Series Fiji to such new series within the Tahiti Series Trust.
Sample 1

Related to Sale and Auction Agreement

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Bay Correctional Facility and facilities operated by the FDC.

  • Contract Assignment You cannot assign this contract to another person nor sublet any part of the premises.

  • 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 Subsection 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 Subsection 2.2.

  • – AGREEMENT TO SELL 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

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