SALE AND PURCHASE OF NOTES; CLOSING Sample Clauses

SALE AND PURCHASE OF NOTES; CLOSING. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for below, Notes in the principal amount specified opposite such Purchaser’s name in Schedule B at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder. The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Winston & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, at a closing (the “Closing”) on a Business Day selected by the Company, upon not less than 3 Business Days’ notice to the Purchasers, between September 1, 2015 and September 30, 2015. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds on the date of the Closing (herein called the “Closing Date”) for credit to the account or accounts as shall be specified in a letter on the Company’s letterhead, in substantially the form of Exhibit B attached hereto, delivered from the Company to the Purchasers at least three (3) Business Days prior to the Closing Date. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Company to tender such Notes.
Sample 1
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SALE AND PURCHASE OF NOTES; CLOSING. 1 Section 3.1Sale and Purchase of Notes; Closing 1 ARTICLE IV REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER 2 Section 4.1Purchase for Investment and Restrictions on Resales 2 Section 4.2Purchaser Status 3 Section 4.3Source of Funds; ERISA Matters 4 Section 4.4Due Diligence 5 Section 4.5Enforceability of this Purchase Agreement 6 Section 4.6Tax Matters 6 Section 4.7Confidentiality Agreement 6 Section 4.8Reliance for Opinions 6
Sample 1
SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Purchase Agreement and the Indenture, the Issuer will issue and sell to the Purchaser, and the Purchaser will purchase, on the Issue Date, Notes in the principal amount set forth in Schedule 1 at a purchase price equal to 62.5% of the principal amount thereof (the “Price”). Contemporaneously with entering into this Purchase Agreement, the Obligors are entering into separate Purchase Agreements (the “Other Agreements”) substantially identical to this Purchase Agreement with other purchasers (the “Other Purchasers”), providing for the sale on the Issue Date to each of the Other Purchasers of Notes in the principal amount specified opposite its name in Schedule 1 to each such Other Agreement, at a purchase price equal to 62.5% of the principal amounts thereof (the “Other Prices” and, together with the Price, the “Purchase Price”). The Issuer shall not be obligated to issue, and no Purchaser shall be required to purchase, any of the Notes except upon delivery of and payment for all the Notes to be purchased by the Purchasers under the Purchase Agreements on the Issue Date and subject to the satisfaction or waiver of the respective terms and conditions hereunder and thereunder.
Sample 1
SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Purchase Agreement and the Indenture, the Issuer will issue to the Purchaser, and the Purchaser will be issued at an issue price of 100% of the aggregate principal amount thereof, on the Closing Date, the principal amount of November 2020 Notes set forth opposite the Purchaser’s name in Schedule 1.
Sample 1
SALE AND PURCHASE OF NOTES; CLOSING. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Purchase Agreement and the Indenture, the Issuer will issue and sell to the Purchasers, the Guarantors agree to guarantee the Notes as provided in the Indenture, and each Purchaser will purchase, on the Closing Date, the principal amount of Notes set forth opposite each respective Purchaser’s name in Schedule 1. The “Closing Date” shall be May 26, 2021. Each Purchaser will purchase the principal amount of Notes set forth in Schedule 1 on the Closing Date at a purchase price equal to 100% of the principal amount thereof (the “Purchase Price”). On the Closing Date, the Issuer will deliver one or more Global Notes for the account of DTC, evidencing the aggregate principal amount of Notes to be acquired by each Purchaser pursuant to the Purchase Agreement on the Closing Date against payment by each such Purchaser of its respective portion of the aggregate Purchase Price for its beneficial interest therein by wire transfer of immediately available funds to the Issuer. If the closing of the transactions contemplated by the Purchase Agreement shall not otherwise be capable of being consummated by 3:30 p.m. (New York City time) on the Closing Date, then the Issuer shall return such portion of the Purchase Price to the Purchasers prior to the close of business on the Closing Date or as soon thereafter as reasonably practicable, in which case each Purchaser shall, at its election, be relieved of all obligations (other than confidentiality obligations) under the Purchase Agreement.
Sample 1
SALE AND PURCHASE OF NOTES; CLOSING. Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company, the aggregate principal amount of $20,000,000 at the purchase price of 100% of the principal amount thereof. The sale and purchase of the Notes to be purchased by the Purchaser shall occur at the offices of Willxxx Xxxx & Xallxxxxx, Xxe Citicorp Center, 153 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 xx a closing on August 15, 1997 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchaser (the "CLOSING DATE"). At such closing the Company will deliver to the Purchaser the Notes to be purchased by it in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as it may request) dated the Closing Date and registered in its name (or in the name of its nominee), against delivery by the Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 5462-9068 at State Street Bank & Trust Company, 225 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Xxtn: Denixx Xxxxxx, XXA No. 011-000-000. If the Company shall fail to tender such Notes to the Purchaser on the Closing Date as provided above in this Section 2.4, or any of the conditions specified in Section 5 shall not have been fulfilled to the Purchaser's satisfaction, the Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.
Sample 1

Related to SALE AND PURCHASE OF NOTES; CLOSING

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • 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.

  • Sale and Purchase of the Notes Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, the Notes for a purchase price equal to the principal amount of the Notes purchased (the “Purchase Price”).

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $1.80

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Purchase of Notes The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

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