Sale and Delivery of the Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, as sales agent, or directly to the Manager, as principal, as follows:
(a) The Company may submit to the Manager its instruction to sell Shares on any trading day on the NYSE (a “Trading Day”) through placement instructions substantially in the form attached hereto as Schedule D. Instructions will be submitted by the Company and received by the Manager, initially by an authorized officer and person listed in Schedule E, or any substitute or additional officer and person as designated by the Company and notified in writing to the Manager. The Company shall have the right to amend at any time and from time to time any such prior instruction provided that the Manager is given reasonable notice of such amendment.
(b) Subject to the terms and conditions hereof, the Manager shall use its commercially reasonable efforts to sell Shares with respect to which the Manager is acting as sales agent. The Company acknowledges and agrees that (i) there can be no assurance that the Manager will be successful in selling Shares, (ii) the Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement and (iii) the Manager shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Manager and the Company under a Terms Agreement. Sales of Shares, if any, through or to the Manager will be made by means of ordinary brokers’ transactions that meet the definition of an “at the market offering” under Rule 415(a)(4) under the Act or otherwise agreed by the parties in other methods of sale.
(c) The Company shall neither (i) authorize the issuance and sale of, and the Manager shall not sell as sales agent, any Share at a price lower than the minimum price therefor designated from time to time by the Company and notified to the Manager in writing nor (ii) request that the Manager sell Shares on any day that any Alternative Manager is also selling Shares. In addition, the Company or the M...
Sale and Delivery of the Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:
(a) The Company may submit to the Manager its orders (including any price, time or size limits or other customary parameters and conditions) to sell Shares on any Trading Day (as defined herein) through placement instructions substantially in the form attached hereto as Schedule D. Orders will be submitted by the Company and received by the Manager, initially by the authorized officers and persons listed in Schedule E, and any substitute or additional officers and persons as designated by the Company and notified in writing to the Manager. The Company shall have the right to amend at any time and from time to time any such prior order provided the Manager is given reasonable notice of such amendment. As used herein, “Trading Day” shall mean any trading day on the NYSE.
Sale and Delivery of the Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, as follows:
Sale and Delivery of the Shares. Subject to the terms and conditions of this Agreement hereinafter set forth, the Purchaser agrees to purchase at the Closing, and the Seller agrees to sell and deliver to the Purchaser at the Closing, the Shares at a purchase price of seven thousand nine hundred thirty-five dollars and thirteen cents ($7,935.13) (the "Purchase Price") in cash, which represents a purchase price of $.05086624 per share for each of the Shares described above.
Sale and Delivery of the Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent and/or principal, as follows:
(a) The Company may submit to the Manager its orders (including any price, time or size limits or other customary parameters and conditions) to sell Shares on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Company and the Manager. Orders will be submitted by the Company and received by the Manager, initially by the authorized officers and persons listed in Schedule C. As used herein, “Trading Day” shall mean any trading day on the New York Stock Exchange (the “NYSE”).
Sale and Delivery of the Shares. Pursuant to the terms, and subject to the conditions set forth herein, PSGS hereby agrees to purchase from the Stockholders, and the Stockholders hereby agree to sell to PSGS, the Shares for the consideration set forth in Section 1.3.
Sale and Delivery of the Shares. Pursuant to the terms and subject to the conditions set forth herein, the Buyer hereby agrees to purchase from the Sellers, and the Sellers hereby agree to sell to the Buyer, the Shares, which constitute all of the issued and outstanding equity interests of the Company, for the consideration set forth in Section 1.3.
Sale and Delivery of the Shares. (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $11.
Sale and Delivery of the Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:
(a) The Company may submit to the Manager its orders (including any price, time or size limits or other customary parameters and conditions) to sell Shares on any Trading Day (as defined herein) through placement instructions substantially in the form attached hereto as Schedule D. Orders will be submitted by the Company and received by the Manager, initially by the authorized officers and persons listed in Schedule E, and any substitute or additional officers and persons as designated by the Company and
Sale and Delivery of the Shares. 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 Agent agree that the Company may from time to time seek to sell Shares through the Agent, acting as sales agent as follows:
(a) The Company has authorized and hereby acknowledges that the Agent shall act as its exclusive agent in connection with the offers for the purchase of all or part of the Shares from the Company from time to time in connection with the ATM Program.
(b) The Company may submit its orders to the Agent by telecopy or email (or other method mutually agreed upon by the parties) (including any price, time or size limits or other customary parameters or conditions) (a “Sales Notice”) to sell Shares on any Trading Day (as defined herein) which order shall be confirmed by the Agent (and accepted by the Company) by electronic mail using a form substantially similar to that attached hereto as Exhibit A. As used herein, “Trading Day” shall mean any trading day on the NasdaqCM, other than a day on which the NasdaqCM is scheduled to close prior to its regular weekday closing time. Each Sales Notice shall be effective until (i) the Shares specified in such Sales Notice have been sold, (ii) the Company suspends or terminates such Sales Notice or (iii) this Agreement terminates for any reason.
