Sale of the Common Shares Sample Clauses

Sale of the Common Shares. At the Closing (as defined below) and subject to the terms and conditions of this Agreement, Company will issue and sell for [***] the number of shares of the Company’s Common Stock obtained by dividing the [***] into [***] (the “Common Stock”) to the Investor, and the Investor will buy the Common Stock from the Company, at the Closing, for the per share purchase price determined as set forth above (the “Purchase Price”). The parties agree that the Investor may assign the right and obligation to purchase the Common Stock for the Purchase Price, and all of its other rights and obligations under this Agreement, to an “Affiliate,” in which case the term “Investor” shall refer herein to such Affiliate. “Affiliate” means, with respect to any specified person, any other person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. In the event that Investor assigns this Agreement to an Affiliate, UTStarcom shall guarantee and remain liable for the performance of such Affiliate’s obligations hereunder. as reported by the Nasdaq National Market (or, if such market is not the principal trading market for the Common Stock, as reported by such principal trading market).
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Sale of the Common Shares. Upon the execution of this Agreement, subject to the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, Seller shall sell and convey the Common Shares to Purchaser who shall purchase the Common Shares from Seller.
Sample 1
Sale of the Common Shares. Subject to the terms and conditions hereof, the Company will issue and sell to the Investor, and the Investor will buy from the Company, at the Closing, the Common Stock, par value $.001 per share of the Company (the "Common Stock") for a purchase price of $4,000,000 in cash in U.S. dollars, (the "Aggregate Purchase Price"). The parties agree that Novartis may assign the right and obligation to purchase the Common Stock for the Purchase Price, and all of its other rights and obligations under this Agreement, to an "Affiliate," as defined in Section 10.16 of this Agreement, in which case the term "Investor" shall refer herein to such Affiliate.
Sample 1
Sale of the Common Shares. (a) Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company: (i) at the First Closing (as defined below) subject to Section 2.1(c), that number of shares of common stock, par value $0.01 per share of the Company (the "Common Stock") representing 19.9% of the outstanding equity securities of the Company immediately prior to such issuance (the "Initial Shares") for an aggregate purchase price (the "Initial Purchase Price") equal to the product obtained by multiplying the number of Initial Shares by $11.11 (the "Share Price"); provided, however, that in the event of any stock dividend, stock split, combination of shares, recapitalization or other similar change in the capital structure of the Company after the date hereof and on or prior to the First Closing which affects or relates to the Common Stock, the Share Price shall be adjusted proportionately; and (ii) at the Second Closing (as defined below) subject to 2.1(c), that number of shares of Common Stock such that the percentage of the outstanding shares of Common Stock held by the Investor immediately following, and giving effect to, such issuance and the issuance of the Initial Shares is 19.9% of the outstanding equity securities of the Company (such amount of shares, the "Remaining Shares") for an aggregate purchase price (the "Remaining Purchase Price") equal to the product obtained by multiplying the number of Remaining Shares by the Share Price; provided, however, that in the event of any stock dividend, stock split, combination of shares, recapitalization or other similar change in the capital structure of the Company after the date hereof and on or prior to the Second Closing which affects or relates to the Common Stock, the Share Price shall be adjusted proportionately. (b) The applicable number of Initial Shares, Remaining Shares, the Initial Purchase Price and the Remaining Purchase Price, as applicable, shall be set forth on a Cross Receipt in the form of Exhibit B attached hereto delivered at each Closing. (c) The parties agree that, prior to the First Closing, Novartis may assign the right and obligation to purchase the Shares and all of its other rights and obligations under this Agreement, to an Affiliate, in which case the term "Investor" shall refer herein to such Affiliate; provided that in the event of any such assignment Novartis shall remain liable for all its obligations under this Agree...
Sample 1
Sale of the Common Shares. (a) Subject to the terms and conditions hereof, the Company will sell and the Investor will purchase $2,000,000 of Common Stock at the First Closing (defined in Section 2.1 hereof) and an additional $1,000,000 of Common Stock at the Second Closing (defined in Section 2.2 hereof). The $2,000,000 of Common Stock purchased at the First Closing is the "First Installment." The $1,000,000 of Common Stock purchased at the Second Closing is the "Second Installment." The total number of shares of Common Stock purchased pursuant to this Agreement are the "Shares." The parties agree that Novartis may assign the right and obligation to purchase the Common Stock, and all of its other rights and obligations under this Agreement, to an "Affiliate" as defined in the Evaluation Research and Commercialization Agreement (the "License Agreement") between the Company and the Investor of even date, a copy of which is attached hereto as Exhibit A (the "License Agreement"), in which case the term "Investor" shall refer herein to such Affiliate.
Sample 1
Sale of the Common Shares. Each Shareholder agrees to sell to Purchaser, and agrees to deliver to Purchaser at the First Closing, and the Purchaser agrees to purchase from each Shareholder, 92.11% of the number of Common Shares set forth below such Shareholder's signature hereof. Within 25 days after the First Closing at a date and time to be mutually agreed by the parties (the "SECOND CLOSING"), each Shareholder agrees to sell and deliver to Purchaser as much of the Escrow Shares to the Purchaser, or cause to be sold and delivered to Purchaser that number of shares of Common Stock by the Other Shareholders (both for a price of $7.88 per share), so that Common Purchase Price shall be $5,000,001.84 and the aggregate number of shares of Common Stock to be sold to Purchaser pursuant to this Agreement at the First Closing and the Second Closing shall be 634,518.
Sample 1

Related to Sale of the Common Shares

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Sale of the Company (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Common Shares 4 Company...................................................................................... 4

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

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