Sale, Purchase and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters the Company Firm Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the conditions hereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Company at $[ ] per share (the “Purchase Price”) the respective number of Company Firm Shares set forth opposite their name on Schedule I hereto.
Sale, Purchase and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, CareTrust agrees to issue and sell to the several Underwriters the Firm Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the conditions hereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from CareTrust at a purchase price of $10.8677 per share (the “Purchase Price”) the respective number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto.
Sale, Purchase and Delivery of Shares. Closing Date.
Sale, Purchase and Delivery of Shares. (a) Subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive agent from the date hereof and until January 31, 2000 for the purpose of offering the Shares as provided in this agreement on a "best efforts basis". You agree to use your best efforts to sell the Shares as our agent. It is understood and agreed that there is no firm commitment on your part to purchase any of the Shares. If subscriptions for Shares of common stock are less than 233,000 Shares, you and the Company will agree to close or not to close the offering. Conversely, if subscriptions exceed 233,000 Shares, you and the Company and will agree or not agree upon the sale of Shares to cover over-subscriptions. You will offer the Shares hereunder at a price of $15.00 per share. You will be entitled to a commission of 8% on each Share sold by you as such agent payable by the Company on the Closing Date from the funds deposited in the special bank escrow account described in paragraph (b) hereof. You may, in your discretion, offer a part of the Shares to dealers who are members of the National Association of Securities Dealers, Inc., selected by you at such price less a concession as you determine and you may form and manage a selling group of such selected dealers. Upon the closing of the offering, the Company will sell to the Placement Agent warrants (the "Placement Agent Warrants") for a purchase price of $.01 per Warrant, entitling the Placement Agent to purchase an amount of Shares equal to 8% of the Shares sold in the Offering. The Placement Agent Warrants will contain anti-dilution provisions acceptable to the Placement Agent. The Placement Agent Warrants will be exercisable for a period of five (5) years after the date of the Memorandum and, if the Warrants are not exercised during such term, they shall automatically expire. The exercise price of the Placement Agent Warrants shall be the Share offering price. The Company will set aside and at all times have available a sufficient number of Shares of its Common Stock to be issued upon the exercise of the Placement Agent Warrants. The Warrants will not be transferable to anyone, except to officers or affiliates of the Placement Agent.
Sale, Purchase and Delivery of Shares. 1.1 Redemption of Common Stock Prior to the Closing. Immediately prior to the Closing, the Company will redeem a portion of Sellers' Class A Common stock in exchange for the assignment of certain related party accounts receivable and cash held by the Company. The redemption amount shall be a sum determined by Sellers, but in no event more than that necessary to keep the Stockholders' Equity of the Company above the Stockholders' Equity Target and to keep the Net Working Capital of the Company above $1.00, both as set forth in Section 2.2, based upon up-to-date financial information of the Company. It is anticipated that approximately fifteen percent (15%) of the Sellers' collective shares will be redeemed, depending on the balance of accounts at the time of the Closing. For purposes of this Agreement, the term "
Sale, Purchase and Delivery of Shares
