Common use of Sale and Purchase of the Notes; Closing Clause in Contracts

Sale and Purchase of the Notes; Closing. (a) In reliance upon the Purchasers’ several representations made in Section 1.4 hereof and subject to the terms and conditions set forth in the Note Documents, Parent Issuer hereby agrees to sell to the Purchasers the Xxxxx.Xx reliance upon the representations and warranties of Parent Issuer and the Company contained in the Note Documents, and subject to the terms and conditions set forth herein and therein, the Purchasers hereby agree to purchase the Notes from Parent Issuer as described in Section 1.2(b). (b) The sale and purchase of the Notes to be purchased by the Purchasers will take place at a closing (the “Closing”) at 10:00 a.m., New York City time on the date hereof at the offices of O’Melveny & Xxxxx LLP at Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. At the Closing, Parent Issuer will, subject to the terms and conditions set forth in the Note Documents, deliver to each Purchaser the Stated Value of Notes set forth with respect to such Purchaser on Schedule 1.2 (in such permitted denomination or denominations and registered in its name or the name of such nominee or nominees as such Purchaser may request) against delivery to Parent Issuer by such Purchaser of certificates representing the number of shares of Series A Preferred Stock set forth with respect to such Purchaser on such Schedule 1.2.

Appears in 2 contracts

Samples: Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP), Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.)

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Sale and Purchase of the Notes; Closing. (a) In reliance upon the Purchasers’ several representations made in Section 1.4 hereof and subject to the terms and conditions set forth in the Note Documents, Parent Issuer hereby agrees to sell to the Purchasers the Xxxxx.Xx reliance upon the representations and warranties of Parent Issuer and the Company contained in the Note Documents, and subject to the terms and conditions set forth herein and therein, the Purchasers hereby agree to purchase the Notes from Parent Issuer as described in Section 1.2(b). (b) The sale and purchase of the Notes to be purchased by the Purchasers will take place at a closing (the "Closing") at 10:00 a.m., New York City time on the date hereof at the offices of O’Melveny & Xxxxx LLP at Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. At the Closing, Parent Issuer will, subject to the terms and conditions set forth in the Note Documents, deliver to each Purchaser the Stated Value of Notes set forth with respect to such Purchaser on Schedule 1.2 (in such permitted denomination or denominations and registered in its name or the name of such nominee or nominees as such Purchaser may request) against delivery to Parent Issuer by such Purchaser of certificates representing the number of shares of Series A Preferred Stock set forth with respect to such Purchaser on such Schedule 1.2.

Appears in 1 contract

Samples: Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.)

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Sale and Purchase of the Notes; Closing. (a) In reliance upon the Purchasers’ Purchasers several representations made in Section 1.4 hereof and subject to the terms and conditions set forth in the Note Documents, Parent Issuer hereby agrees to sell to the Purchasers the Xxxxx.Xx Notes. In reliance upon the representations and warranties of Parent Issuer and the Company contained in the Note Documents, and subject to the terms and conditions set forth herein and therein, the Purchasers hereby agree to purchase the Notes from Parent Issuer as described in Section 1.2(b). (b) . The sale and purchase of the Notes to be purchased by the Purchasers will take place at a closing (the Closing) at 10:00 a.m., New York City time on the date hereof at the offices of O’Melveny OMelveny & Xxxxx LLP at Xxxxx Sexxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. At the Closing, Parent Issuer will, subject to the terms and conditions set forth in the Note Documents, deliver to each Purchaser the Stated Value of Notes set forth with respect to such Purchaser on Schedule 1.2 (in such permitted denomination or denominations and registered in its name or the name of such nominee or nominees as such Purchaser may request) against delivery to Parent Issuer by such Purchaser of certificates representing the number of shares of Series A Preferred Stock set forth with respect to such Purchaser on such Schedule 1.2.

Appears in 1 contract

Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.)

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