SALE AND PURCHASE; REDEMPTION Sample Clauses

SALE AND PURCHASE; REDEMPTION. Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties set forth in Section 2, (a) at the Closing (as defined in Section 1.3) the Investors shall purchase from the Company, and the Company shall issue and sell to each of the Investors, at the Closing (as defined in Section 1.3), the number of shares of Convertible Preferred Stock set forth opposite the name of such Investor in Exhibit A for the purchase price of $6.3754 per share, and the Company shall without further action grant the Investors the rights set forth herein. Concurrently therewith, the Company shall acquire from the Selling Stockholders, and each Selling Stockholder shall sell to the Company that number of shares of Common Stock set forth opposite the name of such Selling Stockholder in Exhibit C for the purchase price of $6.3754 per share, (the "Redemption Shares") for an aggregate repurchase price of $5 million, pursuant to the Repurchase Agreement in the form attached hereto as Exhibit D (the "Repurchase Agreement"). All purchase and redemption payments hereunder shall be made by wire transfer of next day available funds.
Sample 1
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SALE AND PURCHASE; REDEMPTION. Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties set forth in Section 2, at the Closing (as defined in Section 1.3 hereof) each of the Investors shall purchase from the Company, and the Company shall issue and sell to each of the Investors, the number of Class B Common Shares set forth opposite the name of such Investor in EXHIBIT B for the purchase price of $6.388051 per share, or an aggregate of 6,977,254 Class B Common Shares for an aggregate purchase price of $44,571,054 (the "Purchase Price"). Concurrently therewith, the Company shall acquire from each of the Selling Stockholders, and each of the Selling Stockholders shall sell to the Company, the number of Redemption Shares set forth opposite the name of such Selling Stockholder in the section of EXHIBIT A relating to such Selling Stockholder for an aggregate redemption price of $44,571,054 (the "Redemption Price").
Sample 1
SALE AND PURCHASE; REDEMPTION. Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties set forth in Section 2, (a) each Investor hereby purchases from the Company, and the Company hereby issues and sells to each of the Investors, at the Closing (as defined in Section 1.3), the number of Convertible Preferred Shares and Common Shares set forth opposite the name of such Investor in EXHIBIT A for the purchase price of $69.89 per Convertible Preferred Share (or $17,500,000 in the aggregate), and $.01 for each Common Share, with proportionate amounts for fractional shares, and the Company hereby grants the Investors the rights set forth herein. The closing of the purchase and sale of the Common Shares shall occur following the purchase and sale of the Convertible Preferred Shares and the redemption of stock from the Shareholders as contemplated by Section 4.5 hereof. The transactions contemplated hereby as further described in Sections 2 and 4 shall constitute a single integrated transaction or series of transactions for federal income tax purposes. All purchase and redemption payments hereunder shall be made by wire transfer of next day available funds.
Sample 1
SALE AND PURCHASE; REDEMPTION. 3 1.5. EXCHANGE OF SHARES..............................................................................3 1.6. CLOSING.........................................................................................4 1.7.
Sample 1
SALE AND PURCHASE; REDEMPTION. (a) Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties and covenants herein set forth, at the Closing the Investors hereby agree to purchase from Company, and the Company hereby agrees to issue and sell to the Investors, the number of Issued Shares set forth opposite each Investor's name on Exhibit A attached hereto, or an aggregate of 6,124,855 Issued Shares, free and clear of any and all Liens (as defined in Section 7), for an aggregate cash purchase price of $25,234,400, or $4.12 per share.
Sample 1

Related to SALE AND PURCHASE; REDEMPTION

  • Issuance, Redemption and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Articles II and VII hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or any assets belonging to the particular Portfolio or any assets allocable to the particular Class, with respect to which such Shares are issued.

  • Repurchase and Redemption This Article 4 will apply to the Notes in lieu of Article 3 of the Base Indenture, which will be deemed to be replaced with this Article 4, mutatis mutandis.

  • Payment Upon Redemption (a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).

  • Purchase and Redemption of Fund Shares 1.1. The Fund and the Underwriter agree to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Fund or its designee of such order. For purposes of this Section 1.1, the Company shall be the designee of the Fund and the Underwriter for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern time on the next following Business Day. "

  • Notice of Optional Redemption; Selection of Notes (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 35 nor more than 60 Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however, that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 31st Scheduled Trading Day immediately preceding the Maturity Date.

  • ISSUANCE, REDEMPTION AND TRANSFER OF SHARES A. UMBFS agrees to accept purchase orders and redemption requests with respect to the Shares of each Fund via postal mail, telephone or personal delivery on each Fund Business Day in accordance with such Fund's Prospectus; provided, however, that UMBFS shall only accept purchase orders from states in which the Shares are qualified for sale, as indicated from time to time by the Trust. UMBFS shall, as of the time at which the net asset value of each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the net asset value per Share of the respective Fund specified in an advice received on such Fund Business Day from or on behalf of the Fund. UMBFS shall not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares in accordance with this Agreement. UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer or such other methods to which the parties shall mutually agree.

  • SALE AND REDEMPTION OF SHARES 1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

  • Payment of the Redemption Price Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

  • Conversion upon Redemption If the Company calls any Note for Redemption, then the Holder of such Note may convert such Note at any time before the Close of Business on the Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full).

  • Manual Purchase and Redemption 3.3.1 You are hereby appointed as our designee for the sole purpose of receiving from Contract owners purchase and exchange orders and requests for redemption resulting from investment in and payments under the Contracts that pertain to subaccounts that invest in Portfolios (“Instructions”). “

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