SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES Sample Clauses

SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. 8 Section 2.01 Sale and Issuance of the Subscription Securities at First Closing. 8 Section 2.02 Sale and Issuance of the Subscription Securities at Second Closing 9 Section 2.03 First Closing 9 Section 2.04 Second Closing 9 Section 2.05 Actions at the Closings. 10 Section 2.06 Restrictive Legend 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 Section 3.01 Accuracy of Disclosure 12 Section 3.02 Existence and Qualification 13 Section 3.03 Capitalization; Issuance of Subscription Securities 13 Section 3.04 Capacity, Authorization and Enforceability 15 Section 3.05 Non-Contravention 15 Section 3.06 Consents and Approvals 15 Section 3.07 Financial Statements 16 Section 3.08 Absence Of Certain Changes 17 Section 3.09 Litigation 17 Section 3.10 Compliance With Laws 18 Section 3.11 No Securities Act Registration 18 Section 3.12 Tax 19 Section 3.13 No Brokers 20 Section 3.14 Intellectual Property 20 ​ ​ i ​ ​ ​ ​ Section 3.15 Title to Property 20 Section 3.16 Labor Relations 21 Section 3.17 Transactions with Affiliates and Employees 21 Section 3.18 Investment Company 21 Section 3.19 Registration Rights 21 Section 3.20 Listing and Maintenance Requirements 22 Section 3.21 Disclosure 22 Section 3.22 No Integrated Offering 22 Section 3.23 Solvency 22 Section 3.24 Foreign Corrupt Practices 22 Section 3.25 Office of Foreign Assets Control 23 Section 3.26 Money Laundering 23 Section 3.27 Data Privacy 23 Section 3.28 Acknowledgement Regarding Investor’s Purchase of Subscription Securities 23 Section 3.29 Acknowledgement Regarding Investor’s Trading Activity 24 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 24 Section 4.01 Existence 24 Section 4.02 Capacity 24 Section 4.03 Authorization And Enforceability 24 Section 4.04 Non-Contravention 25 Section 4.05 Consents and Approvals 25 Section 4.06 Securities Law Matters 25 Section 4.07 Investment Experience 25 Section 4.08 Availability of Funds 26 Section 4.09 No Additional Representations; Non-reliance 26 ARTICLE V COVENANTS 26 Section 5.01 Furnishing of Information 26 ​ ​ ​ ​ ​ Section 5.02 Reservation of Shares 26 Section 5.03 Most Favored Investor 26 Section 5.04 Form 20-F Filing 26 ARTICLE VI ADDITIONAL AGREEMENTS 27 Section 6.01 Efforts; Further Assurances 27 Section 6.02 Antitrust Filing 27 Section 6.03 Public Announcements 27 Section 6.04 Survival 28 Section 6.05 Integration 28 Section 6.06 Shareholder Rights Plan 28 Section 6.07 Use of Proceeds 29 Section 6.08 Listing of Ordinary Shares 29 S...
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SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. 9 Section 2.01 Sale and Issuance of the Subscription Securities at First Closing. 9
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SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. 8 Section 2.01 Sale and Issuance of the Subscription Securities at First Closing 8 Section 2.02 Sale and Issuance of the Subscription Securities at Second Closing 9 Section 2.03 First Closing 9 Section 2.04 Second Closing 9 Section 2.05 Actions at the Closings 10 Section 2.06 Restrictive Legend 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 Section 3.01 Accuracy of Disclosure 11 Section 3.02 Existence and Qualification 12 Section 3.03 Capitalization; Issuance of Subscription Securities 13 Section 3.04 Capacity, Authorization and Enforceability 15 Section 3.05 Non-Contravention 15 Section 3.06 Consents and Approvals 15 Section 3.07 Financial Statements 16 Section 3.08 Absence Of Certain Changes 17 Section 3.09 Litigation 17 Section 3.10 Compliance With Laws 18 Section 3.11 No Securities Act Registration 18 Section 3.12 Tax 18 Section 3.13 No Brokers 20 Section 3.14 Intellectual Property 20
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SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. Section 2.01Sale and Issuance of the Subscription Securities at First Closing. On the terms and subject to the conditions contained in this Agreement, at the First Closing (as ​ defined below), the Company agrees to issue and sell to each Investor, and each Investor agrees, severally but not jointly, to subscribe for and purchase that certain number of Senior Preferred Shares for that certain Purchase Price set forth opposite such Investor’s name in Part A of SCHEDULE I in the aggregate amount of $100,000,000 for both Investors, corresponding to an issue price of $0.3433 per Senior Preferred Share (the “Stated Value”) (subject to adjustments for any stock splits, combinations, stock dividends, recapitalizations or the like); and the Company shall also issue to each Investor for no additional consideration a Warrant in the form attached hereto as EXHIBIT A. Each Warrant shall be exercisable within eighteen (18) months from the First Closing Date. Upon the exercise of the Warrant, each Investor shall be entitled to receive that certain number of Warrant Shares set forth opposite such Investor’s name in Part A of SCHEDULE I at a per share exercise price equal to the Stated Value (subject to adjustments pursuant to the terms of the Warrant with respect to such Investor).
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SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES 
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Related to SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

  • Purchase of Firm Securities On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company, the Units, at a purchase price (the “Purchase Price”) (prior to discount and commissions) of $[ ] per Unit (or $[ ] per Unit net of discount and commissions).

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • 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.

  • Purchase, Sale and Delivery of Offered Securities On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of US$[●] per ADS (the “Purchase Price”), that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at [10 A.M.], New York City time, on [October 2], 2018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the Purchase Price per ADS. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not earlier than two full business days and not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company.

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

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