Sale and Purchase of Subject Shares Sample Clauses

Sale and Purchase of Subject Shares. Upon the terms and subject to the conditions contained herein, at the Closing (as defined below) each Company Preferred Stockholder shall sell, convey, transfer, assign and deliver to Purchaser such Company Preferred Stockholder’s Subject Shares, free and clear of all liens, pursuant to this Agreement (the “Sale”).
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Sale and Purchase of Subject Shares. Subject to the terms and conditions set forth in this Agreement, effectiveat the Effective Time (as defined herein), the Shareholdershereby sell, assign, convey and transfer to the Company and the Company hereby purchases from the Shareholders the Subject Shares, free and clear of all liens, charges, pledges, security interests and encumbrances, for the Purchase Price (as defined herein).
Sample 1
Sale and Purchase of Subject Shares. 2.1 The Company hereby agrees to sell to Marseilles and Marseilles hereby agrees to purchase from the Company an aggregate of Five Million Three Hundred And Thirty Three Thousand, Three Hundred and Thirty-Three (5,333,333) Ordinary Shares of the Company (the “Subject Shares”).
Sample 1
Sale and Purchase of Subject Shares. Subject to the terms and conditions of this Agreement, at the closing referred below (the "Closing"), the Company shall sell to you, and you shall purchase from the Company at a purchase price of One Million Dollars ($1,000,000) (the "Purchase Amount") 587,372 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a purchase price of $1.7025 per share (such amount being equal to the weighted average closing price for the 30 day period prior to February 9, 1998 - see Schedule A attached).
Sample 1
Sale and Purchase of Subject Shares. (a) In accordance with the provisions of this Agreement, at and with effect from the Closing, Seller shall sell, transfer and deliver the Subject Shares to Buyer, and Buyer shall purchase and acquire the Subject Shares from Seller, with full title guarantee free from all Encumbrances, together with all rights and benefits attached thereto (including in respect of all dividends attached to the Subject Shares declared on or after the Effective Date).
Sample 1
Sale and Purchase of Subject Shares. Subject to the terms and conditions hereof, the Seller will transfer, assign, sell and deliver to the Company, and the Company will purchase from the Seller, all of the Subject Shares for $368,971,274 (the "Purchase Price").
Sample 1
Sale and Purchase of Subject Shares 
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Related to Sale and Purchase of Subject Shares

  • 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 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 to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company (a) the number of Firm Units set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 8 hereof, at a purchase price of approximately $9.9863 per Firm Unit, for an aggregate discount from the price to the public of $7,500,000. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. In addition, the Company hereby grants 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, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at a purchase price of $10.00 per Additional Unit. 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 forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units 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” 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 Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the aggregate number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of an aggregate of $15,437,500 for the Units purchased hereunder (the “Deferred Discount”), subject to Section 4(mm) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.

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