Second Purchase Agreement Sample Clauses

Second Purchase Agreement. Each condition set forth in Section 10 of the Second Purchase Agreement to the obligations of each of the parties to the Second Purchase Agreement to effect the transactions contemplated thereby at the closing thereof shall have been satisfied or waived (to the extent applicable) or be capable of being satisfied at the closing of Second Purchase Agreement, and the closing of the transactions contemplated by the Second Purchase Agreement shall have occurred or occur substantially concurrently with the Closing of the transactions contemplated by this Agreement.
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Second Purchase Agreement. The closing of the transactions contemplated by the Second Purchase Agreement shall have occurred or occur substantially concurrently with the Closing of the transactions contemplated by this Agreement.
Sample 1Sample 2
Second Purchase Agreement. The Seller acknowledges that in addition to the sale of the Purchased Stock pursuant to this Agreement, it is the intention of Seller to also sell an additional Four Million Three Hundred Eighty-Five Thousand Seven Hundred (4,385,700) shares of the Stock to certain other buyers for an aggregate net price (after payment of fees associated with the Second Purchase Agreement) of Four Hundred Fifty Thousand Dollars ($450,000), pursuant to a stock purchase agreement substantially similar to this Agreement (the “Second Purchase Agreement”). The Seller understands, acknowledges and agrees that the Buyers hereunder would not enter into this Agreement or purchase the Purchased Stock unless the Seller also enters into the Second Purchase Agreement and sells such additional shares of the Stock per the Second Purchase Agreement as hereby contemplated. In that regard, the Seller hereby agrees and acknowledges that Seller’s obligation to enter into the Second Purchase Agreement and to sell such additional shares of the Stock as hereby contemplated is an affirmative obligation of the Seller, which obligation, if not fulfilled by Seller, may be enforced by the Buyers hereunder, at law or in equity, including, without limitation, by an action for specific performance. It is anticipated that the Second Purchase Agreement will be available for execution by Seller and the buyers thereunder within ten (10) business days of the Closing Date, and that the closing under the Second Purchase Agreement shall take place within thirty (30) days from the execution thereof. The parties agree that the closing under the Second Purchase Agreement shall in any event take place within forty-five (45) days from the Closing Date; provided, however, if the failure to close under the Second Purchase Agreement within such forty-five (45) day period is caused, directly or indirectly, by Seller, then Seller shall nonetheless remain obligated hereunder and under the Second Purchase Agreement, if already executed, to convey such remaining shares of Stock as hereby and thereby contemplated, notwithstanding the failure to close within such time period.
Sample 1
Second Purchase Agreement. The Company, Primus and PNC agree ------------------------- that the Second Primus PNC Purchase Agreement (as defined in Exhibit B) shall --------- terminate on the effective date of the Initial Public Offering, provided however that the warranties and representations and covenants of the parties thereto as set forth in Paragraph 3H, all of Section 5 and Paragraphs 7A and 7C thereof shall survive such termination to the extent expressly provided therein and, to the extent provided by law. Each of the parties to the said agreement acknowledges and agrees that each of the others has fully and completely performed all of its obligations thereunder or, to the extent any such obligations have not been so fully performed, that any such obligations are waived.
Sample 1

Related to Second Purchase Agreement

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • Purchase Agreement See the introductory paragraphs hereof.

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

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