Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of Delivery.
(b) The Debt Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Securities to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, by causing DTC to credit the Debt Securities to the account of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated for checking at least twenty-four hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10, 1998 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery".
(c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0...
Sale and Delivery. (a) Pursuant to a Pricing Agreement applicable to any Designated Securities, and upon the basis of the representations and warranties, and subject to the conditions set forth, in this Agreement, the Company will agree to sell to the several Underwriters named in such Pricing Agreement and such Underwriters will agree to purchase from the Company, severally and not jointly, at the respective purchase prices set forth in the Pricing Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery: (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I to such Pricing Agreement, less their respective amounts of the Contract Debt Securities (as defined below), if any, as determined as provided below; or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I to such Pricing Agreement, less their respective amounts of the Contract Warrant Securities (as defined below), if any, as determined as provided below. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are referred to as “Contract Debt Securities” and “Contract Warrants,” respectively, and collectively as the “Contract Securities.”
(b) The Company may specify in the Pricing Agreement applicable to any Designated Securities that the Company thereby grants to the Underwriters the right (an “Option”) to purchase at their election up to the aggregate principal amount of Optional Securities specified in such Pricing Agreement, on the same terms as the Firm Securities plus accrued interest, if any, from the First Time of Delivery (as defined below) to, but excluding, the Time of Delivery of such Optional Securities, for the sole purpose of covering over-allotments in the sale of Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in such Pricing Agreement.
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Sale and Delivery. (a) Upon the terms and subject to the conditions set forth herein, and conditioned upon the consummation of the Initial Closing, in reliance upon the representations and warranties of the Management Investor hereinafter set forth, and for the purchase price described in Section 2(b), the Company shall issue, sell and deliver to the Management Investor pursuant to the Rights Offering, and the Management Investor shall purchase from the Company pursuant to the Rights Offer, an aggregate of $1,667,000 in stated value (at $1.00 per share) of Series C Preferred Stock (such shares of Series C Preferred Stock are referred to collectively herein as the "Shares") at the price per share at which Series Preferred Stock is offered in the Rights Offer, subject to the terms and conditions of the Rights Offering.
(b) The purchase price for the Shares purchased by the Management Investor shall be paid by delivery by the Management Investor to the Company of a 6.5% promissory note having an original principal amount equal to such amount (the "Note"), the form of which Note is attached hereto as Exhibit A.
(c) The purchase and sale of Shares by the Management Investor shall occur at the time and place provided for in the Rights Offer, and at the closing of such purchase and sale of Shares by the Management Investor:
(i) the Company shall deliver to the Management Investor certificates representing the Shares, duly endorsed for transfer, transferring to the Management Investor good and marketable title to such Shares, free and clear of all liens and encumbrances; and
(ii) the Management Investor shall deliver to the Company:
(A) any documents required to be submitted by a Company shareholder desiring to participate in the Rights Offer;
(B) the Note; and
(C) a pledge agreement (the "Pledge Agreement") substantially in the form attached hereto as Exhibit B, pursuant to which Pledge Agreement, among other things, the Management Investor's obligations under the Note shall be secured by a pledge of (i) the Shares, (ii) the shares of Common Stock that may be acquired upon conversion of the Shares (the "Underlying Common Shares"), and (iii) certain other collateral described therein.
Sale and Delivery. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent agree that the Company may from time to time seek to sell Common Shares through the Sales Agent, acting as agent, or directly to the Sales Agent, acting as principal, as follows:
Sale and Delivery. Each Shareholder agrees to sell and deliver to Purchaser, and Purchaser agrees to purchase and accept from each Shareholder, free and clear of all Liens, on the terms and conditions set forth in this Agreement, and for the purchase price described in Section 2.2 below, good and marketable title to the number of Shares set forth opposite the name of such Shareholder on Exhibit "A". The Shares to be sold and purchased pursuant to this Agreement constitute all of the outstanding capital stock of the Company.
Sale and Delivery a) All orders are subject to acceptance by Xxxxxxxx. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”).
b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges.
c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e).
d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges.
e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery.
f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof.
g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants and assigns to Keysight...
Sale and Delivery. Shareholders agree to sell and deliver to Acquirer, and Acquirer agrees to purchase and accept from Shareholders, free and clear of all Liens, on the terms and subject to the conditions set forth in this Agreement, and for the purchase price described in Section 1.2, good and marketable title to the Shares. The Shares to be sold and purchased pursuant to this Agreement will, as of the Closing Date, constitute in the aggregate all of the outstanding capital stock of the Company.
Sale and Delivery to the Underwriter[s]; Closing. The [commitment of the Underwriter] [several commitments of the Underwriters] to purchase Certificates shall be deemed to have been made on the basis of the representations and warranties herein contained. Subject to the terms and conditions herein set forth, the Company agrees to sell, or to cause one of its affiliates to sell, to [the] [each] Underwriter, [severally and not jointly,] and [the] [each] Underwriter, [severally and not jointly,] agrees to purchase from the Company, at a purchase price equal to [(i)] ___% of the original stated amount of the [Class ___] Certificates [[,][and] (ii) ______% of the original stated amount of the [Class ____] Certificates] [[,][and] (iii) _____% of the original stated amount of the [Class ___] Notes] [and (iv) _____% of the original stated amount of the [Class ___] Notes] the respective original stated amount of [the] [each class of such] Securities set forth on Schedule A hereto opposite the name of such Underwriter[, plus any additional original stated amount of Securities which such Underwriter may be obligated to purchase pursuant to Section 10 hereof]. Delivery of, and payment of the purchase price for, the Securities shall be made at the office of Skadden, Arps, Slate Meagher & Flom LLP, Four Times Sxxxxx, New Xxxk, New Xxxx 00000, xx xx xxxx xxxxx xxxxx xx xxxxl be agreed upon by you and the Company, at 10:00 A.M. on _______, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available funds, payable to or upon the order of the Company. Such Certificates shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. The Certificates will be made available for examination and packaging by you in New York, New York not later than 10:00 A.M. on the business day next preceding the Closing Time. The Certificates to be so delivered will initially be represented by one or more Certificates registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereof.
Sale and Delivery. Airline agrees to purchase and take delivery of (2) new spare CF34-8C5 engines ("New Engine'') from GE according to the delivery schedule set forth in Attachment A hereto (the "Delivery Schedule").
Sale and Delivery to the Underwriters; Closing. The several commitments of the Underwriters to purchase Bonds pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and Delivery of, and payment of the purchase price for, the Bonds shall be made at the office of Andrxxx & Xurtx X.X.P., 1717 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, xx at such other place as shall be agreed upon by you and the Company, at 10:00 A.M. (Dallas time) on the date set forth in the applicable Terms Agreement, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available or next day funds as specified in the Terms Agreement, payable to or upon the order of the Company, against delivery to you for the respective accounts of the Underwriters of the Bonds to be purchased by them. Such Bonds shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. The Bonds will be made available for your examination in Dallas, Texas not later than 10:00 A.M. on the Business Day prior to the Closing Time.
