Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and conditional upon the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “Purchased Shares”), free and clear of all liens or encumbrances equal to the Purchase Price (as defined below) divided by the Offer Price. The total purchase price for the Purchased Shares is US$61,470,000 (the “Purchase Price”). The “Offer Price” means the price equal to the public offering price per ADS set forth on the cover of the Company’s final prospectus contained in the Registration Statement (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS; it is being noted that (i) no fractional shares of Ordinary Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The sale of the Purchased Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.
Sale and Purchase of Purchased Shares. At the Closing and on the terms and subject to conditions set forth in this Agreement, (a) the Company shall issue and sell to Buyer, and Buyer shall purchase from the Company, the Issued Shares for the Company Purchase Price and (b) the Selling Stockholders shall sell to Buyer, and Buyer shall purchase from the Selling Stockholders, the Secondary Shares for the Secondary Purchase Price, which Issued Shares and Secondary Shares shall be in book entry form and registered in the name of Buyer on the books of the Company by the Company’s transfer agent.
Sale and Purchase of Purchased Shares. PURCHASE PRICE; DISTRIBUTION OF FORMULA VISION SHARES; ESCROW; CLOSING
Sale and Purchase of Purchased Shares. Subject to the terms and conditions hereof, at the Closing (as defined herein), the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Purchased Shares, free and clear of all Encumbrances (as defined below), (the "Transaction").
Sale and Purchase of Purchased Shares. At the closing provided for in Article 2 (the "Closing"), upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements of the Seller contained herein, Reorganized Paragon shall issue and sell to Buyer and/or its designees and assignees, and Buyer and/or its designees and assignees shall purchase or acquire from Reorganized Paragon, an aggregate of 11,712,635 shares of New Common Stock, at a purchase price equal to $10.00 per share; provided, however, that the number of shares to be issued and sold to, and purchased by Buyer and/or its designees and assignees shall be reduced by the number of shares (x) issued and sold by Reorganized Paragon pursuant to the Rights Offering and (y) issued and distributed under the TEEP Plan pursuant to the Plan. As used herein, the "Purchased Shares" means that number of shares of New Common Stock actually issued and sold to Buyer and/or its designees and assignees pursuant hereto.
Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions set forth herein, at the Closing, the Company agrees to sell to Investor, and Investor agrees to purchase from the Company, 4,000,000 Common Shares and 1,920,000 Redeemable Convertible Preferred Shares, which represent no less than 54.0% of all of the issued and outstanding Common Shares on a Fully Diluted Basis as of date hereof and as of the Closing Date. The purchase price for each Purchased Common Share is US$3.00 and the purchase price for each Purchased Preferred Share is US$30.00, subject to adjustment as provided herein. The aggregate purchase price for the Purchased Common Shares is $12,000,000 (the “Common Shares Purchase Price”) and the aggregate purchase price for the Purchased Preferred Shares is $57,600,000 (the “Preferred Shares Purchase Price”). The total aggregate purchase price for the Purchased Shares is US$69,600,000 (the “Purchase Price”).
Sale and Purchase of Purchased Shares. At the Closing (as defined below) and on the terms set forth herein, (a) each Seller shall sell and deliver to Purchaser all of its right, title, and interest in and to the amount of Purchased Shares set forth opposite such Seller's name on Schedule I hereto, and (b) Purchaser shall purchase and accept from each such Seller, all right, title, and interest of such Seller in and to such Purchased Shares, free and clear of all mortgages, liens, claims, pledges, security interests, transfer restrictions and other encumbrances ("Liens"), in each case in the amount as set forth opposite each Seller's name on Schedule I hereto. The closing (the "Closing") with respect to any Purchased Shares will take place upon the completion of the deliveries required by Section 1.3(a) and (b) hereof with respect to such Purchased Shares, it being understood and agreed that the Closing of the Purchased Shares owned by the Sellers in book-entry form (the "Electronic Shares") shall take place on the date hereof, concurrently with the execution and delivery of this Agreement.
Sale and Purchase of Purchased Shares. Subject to the terms and conditions hereof, at the Closing (as defined herein), FIMGold shall sell to the Purchaser, and the Purchaser shall purchase from FIMGold, all of the Purchased Shares, which constitute as of the date hereof approximately 33.4% of the outstanding shares of Formula, free and clear of all Encumbrances (as defined below) excluding as set forth in Schedule 2.2 (which Encumbrance shall be removed on or prior to the Closing) and Sections 2.2(3) and 2.2(4) below (the “Transaction”). The Purchased Shares shall be sold for a price per share equal to US$16.00 (the “Price Per Share”) and an aggregate purchase price equal to US$70,499,792 (the “Purchase Price”).
Sale and Purchase of Purchased Shares. (a) Immediately following the effectiveness of the Restated Charter, and upon the terms and subject to the conditions set forth herein, at the Closing the Shareholders identified on Schedule II hereto shall, severally but not jointly, sell, transfer, convey and assign to the Investors, that number of shares of New Series A Preferred Stock set forth opposite such Shareholder's name on Schedule II (the "Purchased Shares").
(b) Subject to the terms and conditions hereof and of the Stock Purchase and Redemption Agreement, each Investor shall purchase from the Shareholders identified on Schedule II, severally but not jointly, that number of Purchased Shares specified opposite such Investor's name on Schedule I hereto, for an aggregate purchase price for all Investors of $10,253,135 (the "Purchased Shares Consideration").
Sale and Purchase of Purchased Shares. Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties made by the Company and the Shareholders, respectively, herein, the Buyer hereby agrees to purchase from the Shareholders, and each of the Shareholders hereby agrees to sell to the Buyer, the number of Series A-l Preferred Shares set forth opposite the name of each such Shareholder on Exhibit B hereto (subject to adjustment, if at all, pursuant to Section 1.2(b)), or an aggregate of 377,172,000 Purchased Shares, free and clear of any and all liens, claims, options, charges, pledges, security interests, deeds of trust, voting agreements, voting trusts, encumbrances, rights or restrictions of any nature (“Claims”), in each case for the purchase price set forth opposite such Shareholder’s name on Exhibit B attached hereto (subject to adjustment, if at all, pursuant to Section 1.2(b)) under the heading “Cross Purchase”, or an aggregate purchase price of $55,000,478, such amounts to be subject to (i) adjustment as set forth in Section 1.9 below, (ii) the Shareholders’ escrow obligations pursuant to Section 1.8 below, (iii) reduction by the amount deposited into trust pursuant to Sections 1.5A and 1.5B, as applicable, below, and (iv) in the case of the 102 Optionholders (as defined below), reduction by the amount deposited into trust pursuant to Section 1.5 below. At the Closing, each Shareholder shall deliver to the Buyer a share transfer deed substantially in the form attached hereto as Exhibit F (each, a “Share Transfer Deed”) evidencing its transfer of the Purchased Shares sold thereby to the Buyer pursuant to this Section 1.3”
2. Section 1.5 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
