SALE AND PURCHASE OF THE PREFERRED SECURITIES Clause Samples
The 'Sale and Purchase of the Preferred Securities' clause defines the agreement between parties for the transfer of ownership of preferred securities from the seller to the buyer. It typically outlines the number and type of securities being sold, the purchase price, and the timing and method of payment and delivery. For example, it may specify that the buyer will acquire a certain number of preferred shares at a set price on a particular closing date. This clause ensures that both parties clearly understand the terms of the transaction, thereby reducing the risk of disputes and providing a legal framework for the sale.
SALE AND PURCHASE OF THE PREFERRED SECURITIES. (a) The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase, at a purchase price equal to 100% of the liquidation amount of the Preferred Securities, the aggregate liquidation amount of Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto. The obligations of the Underwriters under this Agreement are several and not joint.
(b) In addition, the Company grants to the Underwriters an option to purchase, at a purchase price equal to 100% of the liquidation amount of the Preferred Securities, up to an additional aggregate liquidation amount of Option Securities indicated in Schedule I hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Securities and is exercisable as provided in Section 4 hereof. Option Securities shall be purchased severally for the account of the Underwriters in proportion to the liquidation amounts of Firm Securities set forth opposite the name of such Underwriters in Schedule II hereto. The respective purchase obligations of each Underwriter with respect to the Option Securities shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Securities other than in a liquidation amount of $1,000 or an integral multiple thereof.
(c) As compensation to the Underwriters, the Company shall, on the First Closing Date and the Second Closing Date (as defined in Section 4 hereof) pay to the Representatives for the accounts of the several Underwriters a commission equal to % of the aggregate liquidation amount of the Preferred Securities sold by the Company on such Closing Date.
SALE AND PURCHASE OF THE PREFERRED SECURITIES. Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing provided for in Section 2.02 hereof, the Company will sell to Purchaser, and Purchaser will purchase from the Company, 20,000 shares of the Company’s 7.25% Series B Non-Voting Convertible Preferred Stock, par value $0.05 per share and liquidation preference $100,000 per share (the “Preferred Securities”), for an aggregate purchase price of $2,000,000,000. The Preferred Securities will have the designations, relative rights, preferences and limitations set forth in the Company’s Restated Certificate of Incorporation, as amended, and the Certificate of Designations in the form attached hereto as Exhibit A (the “Certificate of Designations”).
SALE AND PURCHASE OF THE PREFERRED SECURITIES. (a) The Trust agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Trust, at a purchase price equal to 100% of the liquidation amount of the Preferred Securities (plus accrued distributions), the number of Preferred Securities set forth opposite the name of such Underwriter in Schedule II hereto. The obligations of the Underwriters under this Agreement are several and not joint.
(b) As compensation to the Underwriters, the Company shall, on the Closing Date, pay to the Representatives for the accounts of the several Underwriters commissions (as described in Schedule I hereto) on the aggregate liquidation amount of the Preferred Securities sold by the Trust on the Closing Date.
SALE AND PURCHASE OF THE PREFERRED SECURITIES. Section 2.01. Sale and Purchase of the Preferred Securities 5 Section 2.02. Closing 5