Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), Registration Statement No. 333- relating to certain securities including the Company’s Common Stock, par value $0.10 per share (the “Common Stock”) , including a prospectus which relates to the Common Stock, and has filed with, or transmitted for filing to, the Commission (or will promptly after the sale so file or transmit for filing) a prospectus supplement specifically relating to the particular issuance of Common Stock to which this Agreement relates (such particular issuance being hereinafter referred to as the “Securities”) pursuant to Rule 424(b) under the Act (“Rule 424(b)”). The various parts of Registration Statement No. 333- , including all exhibits and any schedules thereto and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part thereof, each as amended at the time such part of the registration statement became effective, are referred to collectively as the “Registration Statement;” the base prospectus filed as part of the Registration Statement, in the form in which it has been most recently filed with the Commission on or prior to the time identified in the Purchase Agreement as the “Applicable Time” (the “Applicable Time”) is referred to as the “Basic Prospectus;” the Basic Prospectus, as it may be amended and supplemented (including as amended or supplemented by any preliminary prospectus supplement) prior to the Applicable Time is referred to as the “Pricing Prospectus;” and the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is referred to as the “Prospectus.” As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Pricing Prospectus” and “Prospectus” shall include in each case the material, if any, incorporated by reference therein.
Sale of the Securities. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Sellers shall sell the Securities to the Purchaser, and the Purchaser shall purchase the Shares from the Sellers for a purchase price of $1.00 per share (collectively, the “Purchase Price”).
Sale of the Securities. Subject to the truth and accuracy of Purchaser’s representations set forth in this Agreement, the offer, sale, purchase and transfer of the Securities as contemplated by this Agreement, are exempt from the registration requirements of the Securities Act, and neither the Company nor any agent acting on his or its behalf will take any action hereafter that would cause the loss of such exemption.
Sale of the Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriter, and the Underwriter agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule B, the number of Securities set forth in Schedule A opposite the name of such Selling Shareholder.
Sale of the Securities. Subject to the terms and conditions herein set forth, the Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company, 416,667 shares of Common Stock of the Company for a purchase price per share equal to $1.20 (or an aggregate of $500,000). The shares being purchased hereunder are hereinafter referred to as the "PURCHASED SHARES". In connection with the purchase of the Purchased Shares, the Purchaser shall have the right to assign all or a portion of its rights (but not its obligation) to purchase the Purchased Shares from the Company under this Agreement to one or more persons affiliated with the Purchaser, provided that such person(s) submits to the Company a certificate setting forth the representations in Section 3 below. Any such assignees shall be deemed a "Purchaser" hereunder.
Sale of the Securities. Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, Seller will sell to the Company, and the Company will purchase from the Seller, at the Closing (as hereinafter defined), the Securities for an aggregate purchase price of $10,841,250 (“the Purchase Price”) representing the closing price of the Company’s Common Stock on March 29, 2010 of $24.60 per share, less the aggregate exercise price for such options of $3,918,750.
Sale of the Securities. Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, Seller will sell to the Company, and the Company will purchase from the Seller, at the Closing (as hereinafter defined), the Securities for an aggregate purchase price of $416,000.00 ("the Purchase Price") representing the difference between the exercise price of the options ($8.50) and the closing price of the Company's Common Stock on June 18, 2007 of $29.30 per share. As a result of such transaction all of Seller's rights in those options granted by the Company to the Seller on June 18, 1997 are hereby surrendered.
Sale of the Securities. (a) Subject to the terms and conditions herein set forth, the Company agrees to sell and issue to the Purchasers, and each Purchaser agrees to purchase from the Company, Common Stock of the Company as follows:
(i) On the Closing Date (as hereinafter defined) Apollo Partners, LLC ("Apollo") shall purchase 425,591 of Common Stock of the Company for a purchase price of $0.719 per share or an aggregate of $305,999.93
(ii) On the Closing Date, Xxxxxx Xxxxxxxxxx ("LIGHTSTONE") shall purchase 47,288 shares of Common Stock of the Company for $0.719 per share or an aggregate of $34,000.
Sale of the Securities. At the Closing (as defined below), and subject to the terms and conditions hereof, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company the Shares, at the purchase price of $6.6667 per share, payable as set forth in Section 2.2 of this Agreement.
Sale of the Securities. The Company proposes to issue the Securities pursuant to a resolution of the Board of Directors of the Company authorizing the Securities.
