Sale and Purchase of the Stock. 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 from the Company the number of shares of Firm Stock set forth opposite the name of Underwriter in Schedule II hereto. The obligations of the Underwriters under this Agreement are several and not joint. In addition, the Company grants to the Underwriters an option to purchase up to an additional number of shares of Option Stock indicated in Schedule I hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 3 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule II hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be the price per share indicated in Schedule I hereto.
Sale and Purchase of the Stock. At the Closing, subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Purchaser will purchase the Stock from the Corporation at a purchase price of $5.00 per share, $12,000 in total.
Sale and Purchase of the Stock. At the Closing (as defined herein), subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, Purchaser agrees to purchase at the Closing and the Corporation agrees to issue to Purchaser at the Closing, that number of shares of the Stock set forth in Section 1.1 above.
Sale and Purchase of the Stock. At the Closing (as hereafter defined), the Seller shall sell, transfer, assign, convey and deliver to the Purchaser the Stock, free and clear of Liens (as hereinafter defined) and the Purchaser hereby agrees to purchase and acquire the Stock from the Seller, for the Purchase Price (as hereinafter defined).
Sale and Purchase of the Stock. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Seller shall sell, transfer and deliver to the Buyer the STOCK as set forth in the Xxxx of Sale attached hereto as Exhibit A owned by it, and the Buyer shall purchase from the Seller the STOCK. All of which shall be transferred to the Buyer free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind, except those contemplated by the terms of this Agreement or arising under applicable federal and state securities laws.
(b) Seller is selling and Buyer is purchasing and shall acquire any right, title, or interest of Seller in or to any STOCK of the Corporation.
Sale and Purchase of the Stock. (a) Upon the terms and subject ------------------------------- to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Sellers shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers, the Stock, which constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of EFB, free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind.
(b) The purchase price of NINE MILLION SIX HUNDRED THOUSAND AND 00/100 ($9,600,000) DOLLARS (the "Purchase Price"), payable by the Buyer to the Sellers for the Stock, together with stock options and other payments to be made on the Closing Date (as hereinafter defined), shall be paid as described in and subject to adjustment as set forth in Section 3 below.
Sale and Purchase of the Stock. Upon the terms and subject to the conditions stated in this Agreement, at the Closing (as defined in Section 3(a) hereof), Sellers will sell, transfer, convey, assign, and deliver to Buyer, free and clear of all liens, claims, mortgages, charges, security interests, pledges or other encumbrances or adverse claims or interests of any nature (collectively, “Liens”), and Buyer thereupon will purchase and acquire from Sellers, all of the right, title, and interest of Sellers in and to the Stock (the “Transaction”).
Sale and Purchase of the Stock. 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 from the Company the number of shares of Firm Stock set forth opposite the name of Underwriter in Schedule II hereto. The obligations of the Underwriters under this Agreement are several and not joint. [TO BE INCLUDED IN GLOBAL OFFERING: The Underwriters have each agreed to the provisions contained in the Shearson Xxxxxx Brothers Inc. Agreement Among Underwriters Basic Provision for Offerings of Securities, dated as of May 15, 1985.] In addition, the Company grants to the Underwriters an option to purchase up to an additional number of shares of Option Stock indicated in Schedule I hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 3 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule II hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be the price per share indicated in Schedule I hereto.
Sale and Purchase of the Stock. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Sellers shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers, the Stock, which constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of the Corporation, free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind.
(b) The purchase price of FOURTEEN MILLION AND NO/100THS ($14,000,000.00) DOLLARS (the "Purchase Price"), payable by the Buyer to the Sellers for the Stock, shall be paid as described in Section 3 below.
Sale and Purchase of the Stock. At the Closing (as defined herein), subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, each Purchaser agrees, severally, to purchase at the Closing and the Corporation agrees to sell and issue to each Purchaser at the Closing, that number of shares of the Stock set forth opposite such Purchaser's name on SCHEDULES A AND B hereto for the purchase price set forth thereon. All Purchasers shall purchase their shares simultaneously for the same price per share.
