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 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, each Note in the principal amount specified opposite each Purchaser's name in Schedule A at the purchase price of 100% of the principal amount thereof.
Sale and Purchase of the Notes. Section 2.01. Sale and Purchase of the Notes 9 Section 2.02. The Closing 10 Section 2.03. Termination 12
Sale and Purchase of the Notes. On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $2,563,319.16 (the “Purchase Price”).
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, the Issuer agrees to purchase from the Holder, and the Holder agrees to sell to the Issuer, the Notes (the “Transaction”) at an aggregate purchase price of Three Million and Sixty Thousand Dollars and No Cents ($3,060,000), plus accrued and unpaid interest thereon in the amount of Seventy Seven Thousand and One Hundred and Eighty Seven Dollars and Fifty Cents ($77,187.50) (collectively, the “Purchase Price”). The purchase and sale of the Notes shall take place as of 5:00 p.m., New York City time, on May 15, 2014 (the “Trade Date”). Upon receipt by the Holder of the Purchase Price, the Issuer shall become the legal and beneficial owner of the Notes and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Notes. The Holder hereby agrees that upon the settlement of the Transaction pursuant to Section 7 below, the Notes shall be cancelled and the Issuer shall have no further obligation to the Holder thereunder.
Sale and Purchase of the Notes. (a) At least two (2) Business Days prior to Closing, the Purchaser shall notify the Company in writing as to which of Purchaser 1 or Purchaser 2 will purchase and acquire from the Company the Notes on the terms and conditions contemplated herein and if no such notice has been delivered to the Company prior to such date, the Purchaser shall have deemed to have selected Purchaser 2 to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein (the applicable Purchaser identified in such notice, or otherwise deemed to have been selected, shall be referred to herein as the “Selected Purchaser”). Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Selected Purchaser, and the Selected Purchaser shall purchase and acquire from the Company, $1,000,000,000.00 aggregate principal amount of the Notes for an aggregate purchase price equal to the aggregate principal amount of the Notes purchased (such aggregate purchase price, the “Purchase Price”).
(b) For the avoidance of doubt, until the consummation of the Closing, each of Purchaser 1 and Purchaser 2 shall remain jointly and severally liable to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein; provided, however, that notwithstanding anything herein to the contrary, it is understood and agreed that effective upon the consummation of the Closing, the applicable Purchaser Party hereto that does not purchase and acquire from the Company the Notes shall be relieved of its obligations hereunder and under the Confidentiality Agreement (at which time it will no longer have any obligations or liability hereunder or under the Confidentiality Agreement), except that such Purchaser Party shall not be relieved of (i) its obligations or liabilities if it holds or Beneficially Owns (at any time) any Notes or shares of Company Common Stock and (ii) its confidentiality obligation pursuant to the Confidentiality Agreement for so long as it has Confidential Information. It is agreed and acknowledged that Purchaser 1 and Purchaser 2 are Affiliates for all purposes of this Agreement and the Selected Purchaser shall be fully responsible for itself and the other Purchaser hereunder, including any breach by any Purchaser hereunder.
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 for the Purchase Price, (i) three hundred million dollars ($300,000,000) aggregate principal amount of Notes less (ii) the aggregate principal amount of the Purchased Notes (as defined in the Note Purchase Agreement) to the extent such Purchased Notes are acquired by LinkedIn on or prior to the Closing Date.
Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, the Company shall issue and sell to each Purchaser, severally and not jointly, and such Purchaser shall purchase and acquire from the Company, severally and not jointly, the applicable principal amount of Notes at the Closing listed opposite such Purchaser’s name on Schedule 1 hereto at the applicable purchase price listed opposite such Purchaser’s name on Schedule 1 hereto (such price, the “Purchase Price”). In no event shall any one Purchaser be liable for the purchase and acquisition of the Notes of any other Purchaser.
(b) Subscription and payment for the Notes shall be made by each Purchaser to the Company by wire transfer of immediately available funds in accordance with the written instructions provided by the Company or White & Case LLP (“Company Representative”), such instructions to be provided no later than three Business Days prior to the Closing Date. The Notes shall be in definitive form. No later than the Closing Date, the Notes shall be delivered to the respective Purchasers in the form contemplated by the Convertible Bond for the respective accounts of each several Purchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Purchasers duly paid by the Company, against payment of the Purchase Price therefor.
Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, on or prior to the Termination Date, the Company will issue and sell to each of the Purchasers and each of the Purchasers will purchase from the Company, at the Closing provided for in Section 2.3, the Notes in the principal amounts and for the portion of the Purchase Price as set forth in Schedule 2.2 hereto.
(b) The aggregate cash purchase price (the “Purchase Price”) for the Notes shall be equal to the principal face amount of the Notes being so purchased.
(c) The parties agree to report the sale and purchase of the Notes for all federal, state, local and foreign Tax purposes in a manner consistent with the foregoing and agree to take no position inconsistent with the foregoing, except as required by applicable law.
(d) The obligations hereunder of the Purchasers to purchase and pay for the Notes are several and not joint and no Purchaser will have any liability to any Person for the performance or non-performance by any other Purchaser.
(e) The obligation of the Purchasers to purchase the Notes and the obligation of the Company to sell and issue the Notes in accordance with the terms of this Agreement shall terminate on the date of the termination of the Equity Purchase Agreement in accordance with its terms (the “Termination Date”).
Sale and Purchase of the Notes. Subject to the terms and conditions herein set forth, including the delivery of one or more Draw Notices at any time during the Draw Period and the limitations set forth in Section 2.6 hereof, the Company may issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, from time to time, at a purchase price of 100% of the principal amount thereof (the “Purchase Price”), up to $300,000,000 in aggregate principal amount of Notes.
