Sale and Delivery Closing Sample Clauses

Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Capital Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Capital Securities as agent for the Trust, at the price per Capital Security set forth on Schedule B (the "Public Offering Price"). The Company agrees to pay the Underwriter a commission for Capital Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Capital Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein.
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Sale and Delivery Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to engage the Placement Agent as its agent to sell in a private offering the first 40 Units on a "best efforts, all or none" basis and the remaining 60 Units on a "best efforts" basis. After the minimum of 40 Units is sold, one or more Closing(s) shall take place at such time and place as designated by the Placement Agent. In addition to the Placement Agent Securities described herein, the Placement Agent shall receive at each closing, a commission equal to 9% or $4,500 per Unit sold and a non-accountable expense allowance equal to 3% or $1,500 per Unit (less $15,000 paid in advance to the Placement Agent). At closing, the Company and the Placement Agent shall enter into a one-year Financial Consulting Agreement.. Pursuant to said agreement, the Placement Agent shall receive in advance at each closing a fee of 1% of the gross proceeds. In addition to the above, the Placement Agent shall be entitled to receive reimbursement for travel and travel related expenses on an accountable basis, and such reimbursement shall not be credited toward the Placement Agent's non-accountable expense allowance. The Company shall be responsible for and shall bear all reasonable expenses incurred in connection with the proposed financing including but not limited to escrow agent fees, the legal, accounting and other costs of preparation and printing of the Confidential Private Placement Memorandum and Subscription Documents and Amendments thereto. Further, the Company shall pay Placement Agent's counsel, Morse & Morse, PLLC, its blue sky fees in connection with blue skyixx xxe oxxxxxng in all states required by the Placement Agent within the United States, District of Columbia and Puerto Rico and for the preparation and delivery to the Company of blue sky memoranda. At the first closing, Morse & Morse, PLLC shall receive a fee of $750 per state or jurisdxxxxxn cxxxxxd by the Blue Sky Memorandum in which sales were consummated by the Company. After the first closing, Morse & Morse, PLLC shall be entitled to receive $750 for each statx xxxed xx xx amended Blue Sky Memorandum. Blue sky fees shall be limited to $10,000. Morse & Morse, PLLC shall also be entitled to reimbursement of all xxxxxrsexxxxx not previously advanced. At the time of filing with each state and jurisdiction, the Company shall advance the state filing fees upon request...
Sample 1
Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Preferred Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Preferred Securities as agent for the Trust, at the price per Preferred Security set forth on Schedule B (the "Public Offering Price"). The Trust reserves the right to increase the aggregate liquidation amount by up to $900,000. The Company agrees to pay the Underwriter a commission for Preferred Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Preferred Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein.
Sample 1
Sale and Delivery Closing. On the basis of the -------------------------- representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to employ the Underwriter as its exclusive agent to sell to the public a minimum of 350,000 and a maximum of 1,000,000 Shares on a best efforts as exclusive agent for the Company to sell to the public the Shares. The Initial Offering Price shall be $7.25 per Share and the Underwriter shall receive a commission of .5075 for each Share sold which amount shall be deducted from the proceeds payable to the Company pursuant to the provisions of this Section. The agency between the Company and the Underwriter shall continue until all of the Shares are sold or until 90 days after the Effective Date of the Registration Statement, whichever event occurs first. This period may be extended up to an additional 30 days in the Underwriter's sole discretion. The agency is subject to release of the Underwriter as more fully described in Section 10(b) hereof (1) in the event of war; (2) in the event of any material change in the business; property or financial condition of the Company (of which events Underwriter shall be sole judge); (3) in the event of any action, suit or proceeding at law or in equity against the Company or by Federal, state or other political subdivision, the Commission, board or agency or court whereby any unfavorable decision could materially adversely affect the business, property, financial condition, income or prospects of the Company; or (4) in the event of adverse market conditions of which the Underwriter is to be the sole judge. Prior to the termination of the agency, all proceeds received from the sale of the Shares will be deposited in an escrow account entitled "Xxxxxxxx Equipment & Engineering Company/Escrow Account" with SunTrust,_________________, in accordance with Rule 15c2-4 under the 1934 Act. If all of the Shares are not sold following 90 days after the Effective Date of the Registration Statement (or up to an additional 30 days if extended in writing by the Underwriter), all proceeds received from the sale of the Shares will be returned to the respective purchasers in accordance with Rule 10b-9 under the 1934 Act.
Sample 1
Sale and Delivery Closing 
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Related to Sale and Delivery Closing

  • 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.

  • Purchase, Sale and Delivery On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 97.750% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 7, 2011 (the “Closing Date”) at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchaser in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchaser of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

  • Sale and Delivery Settlement (a) Unless otherwise specified in the applicable Placement Notice, settlement for sales of Shares will occur on the third Business Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date” and the first such settlement date, the “First Delivery Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by CKCC at which such Shares were sold, after deduction for (i) CKCC’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to CKCC hereunder pursuant to Section 7(g) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

  • Sale and Delivery to Initial Purchasers Closing (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Issuer, at the price set forth in Schedule B, the aggregate principal amount of Notes set forth in Schedule A opposite the name of such Initial Purchasers plus any additional principal amount of Notes which such Initial Purchasers may become obligated to purchase pursuant to the provisions of Section 11 hereof.

  • PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.

  • Purchase, Sale and Delivery of the Units (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $7.44 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.

  • Purchase, Sale and Delivery of Notes (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to the product of “Price %” as specified on Schedule II hereto and the principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I. Delivery of and payment for the Notes shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at or about 11:00 a.m. (New York time) on January 25, 2022 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representatives and the Trust, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Trust. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.

  • Sale and Delivery to the Underwriters Closing (a) 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, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), at a price equal to 96.85% of the principal amount thereof.

  • Purchase Sale and Delivery of the Offered Shares (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Shares upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Offered Shares set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price per Firm Offered Share to be paid by the several Underwriters to the Company shall be $[ ] per share (the “Purchase Price”).

  • Sale and Delivery to Underwriter Closing (a) 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, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at 98.875% of the principal amount thereof, the aggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

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