Securities Purchase. Subject to the terms and conditions of this Agreement, Purchaser hereby agrees to purchase, and the Company hereby agrees to issue and sell to Purchaser, 35,384,615 shares of Common Stock of the Company (the “Purchased Shares”) at the purchase price of $5.85 per share. Purchaser understands that the offering and sale of the Purchased Shares is being made by the Company without registration of the Purchased Shares under the Securities Act or any securities law of any state of the United States or of any other jurisdiction, and is being made by the Company in reliance on the representations and warranties made in this Agreement by Purchaser. It is understood that, upon the closing of the transactions contemplated by the Magellan Merger Agreement, each Purchased Share would be exchanged for 1.3 shares of Magellan Common Stock pursuant to the terms of the Magellan Merger Agreement.
Securities Purchase. On the terms and subject to the conditions of this Agreement:
(a) At the Closing, the Company shall issue and sell to each Purchaser its Warrant, which shall be substantially in the form of EXHIBIT A attached hereto. The purchase price of each Warrant shall be $10.00.
(b) In the event that during the period commencing on the date hereof through and including the Commitment Termination Date (Acquisition Loan) (as defined in the Credit Agreement), the Company engages in any business combination transaction whether by way of stock purchase, merger, asset purchase or otherwise (an "Acquisition"), immediately upon the consummation of each Acquisition, the Company shall issue and sell to each Purchaser a warrant (the "Additional Warrants") to purchase a number of shares of Common Stock which together with all of the other Additional Warrants to be issued to the other Purchasers pursuant to this Section 1.1 (b) equals to 8%of any Common Stock issued or issuable pursuant to any rights, warrants or options to subscribe or purchase Common Stock or convertible securities of the Company issued pursuant to such Acquisition for an exercise price per share equal to the effective per share value of the, Common Stock so issued or issuable in such Acquisition. The purchase price for each Additional Warrant shall be $10.00. Any Additional Warrants granted shall be exercisable in whole or in part at any time from the date of such issuance through and including the 10th anniversary of the Closing Date (as hereinafter defined). The Additional Warrants shall be in substantially the same form as the Warrants, except as otherwise set forth in this Section 1.1 (b) and that Section 2A thereof shall be omitted.
Securities Purchase. Seller represents and warrants to Buyer and acknowledges that:
(a) The Buyer Common Stock will be acquired for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Buyer Common Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Buyer Common Stock will be restricted shares, and will be held by Seller and distributed to Seller’s shareholders as determined by Seller to be reasonably appropriate, and in all times in conjunction with applicable securities laws and regulations.
(b) Seller is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Buyer Common Stock.
(i) The Buyer Common Stock will not be registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, which depends, in part, upon the accuracy of the Seller’s representations as expressed in this Agreement; and (ii) the Buyer Common Stock issued in connection with this Agreement will be “restricted securities” under applicable U.S. federal securities Laws and may be disposed of only pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The Seller acknowledges that Buyer has no obligation to register for resale the Buyer Common Stock to be issued pursuant to this Agreement.
(d) Seller is able to bear the economic risk of its investment in the Buyer Common Stock for an indefinite period of time because the Buyer Common Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(e) Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Buyer Common Stock and has had full access to such other information concerning Buyer as it has requested;
(f) Seller acknowledges and agrees that there may be additional issuances of equity securities of Buyer after the Closing Date and Seller’s Buyer Common Stock may be diluted in connection with any such issuance.
(g) Seller has had the opportunity to consult its own tax counsel as to the ...
Securities Purchase. Subject to the terms and conditions of this Agreement, Purchaser hereby purchases, and the Company hereby sells and issues to Purchaser, 5,467,851 shares of Series A Preferred Stock of the Company (the “Purchased Shares”) for the aggregate purchase price of $25,000,000. Purchaser understands that the offering and sale of the Purchased Shares is being made by the Company without registration of the Purchased Shares under the Securities Act or any securities law of any state of the United States or of any other jurisdiction, and is being made by the Company in reliance on the representations and warranties made in this Agreement by Purchaser.
Securities Purchase. Pursuant to the terms and conditions set forth herein, on the Closing Date, the Selling Party will sell to the Company, and the Company will purchase from the Selling Party, the Shares.
Securities Purchase. (a) On the Closing Date and immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Agreement:
(i) the Sellers shall cause U.S. Partnership I to, and U.S. Partnership I shall, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from U.S. Partnership I, all of U.S. Partnership I’s right, title and interest in and to the Transferred MIPT Interests held by it, in consideration of which Buyer shall deposit with the Paying Agent and the Escrow Agent an aggregate amount equal to (x) the Base Securities Purchase Price (subject to adjustment pursuant to Section 2.7) multiplied by (y) U.S. Partnership I’s direct ownership percentage in MIPT set forth in Appendix B, for application in accordance with the terms and conditions of this Article 2;
(ii) the MIPC Sellers shall cause U.S. Partnership II to, and U.S. Partnership II shall, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from U.S. Partnership II, all of U.S. Partnership II’s right, title and interest in and to the Transferred MIPC Interests, in consideration of which Buyer shall deposit with the Paying Agent and the Escrow Agent an aggregate amount equal to the MIPC Base Securities Purchase Price (subject to adjustment pursuant to Section 2.7), for application in accordance with the terms and conditions of this Article 2;
(iii) MIP II and PGGM shall cause U.S. Partnership III to, and U.S. Partnership III shall, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from U.S. Partnership III, all of U.S. Partnership III’s right, title and interest in and to the PGGM Blocker Interests, in consideration of which Buyer shall deposit with the Paying Agent and the Escrow Agent an aggregate amount equal to the PGGM Blocker Base Securities Purchase Price (subject to adjustment pursuant to Section 2.7), for application in accordance with the terms and conditions of this Article 2; and
(iv) MIP II and PGGM shall cause U.S. Partnership III to, and U.S. Partnership III shall, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from U.S. Partnership III, all of U.S. Partnership III’s right, title and interest in and to the Transferred MIPT Interests held by it, in consideration of which Buyer shall deposit with the Paying Agent and the Escrow Agent an aggregate amount equal to (x) the Base Securities Purchase Price (subject to adjustment pursuant to Section 2.7) multiplie...
Securities Purchase. On the terms and subject to the conditions of this Agreement, at the Closing:
(a) The Company shall authorize the issuance and sale to SPLN of the Note having the rights and preferences set forth in Exhibit A attached hereto, which will initially be convertible into an aggregate of 1,722,160 shares of Common Stock. The total purchase price of the Note will be $5,000,000.
(b) In consideration of $10.00 and in order to induce the transactions contemplated hereby, the Company shall authorize the issuance and sale to SPLN of the Warrant, having the rights and preferences set forth in Exhibit B attached hereto, initially exercisable to purchase up to an aggregate of 1,033,296 shares of Common Stock at an initial exercise price per share equal to $2.90.
Securities Purchase. Within 24 hours following the execution of this Agreement, the Company will issue and sell to Parent and Parent will purchase from the Company, by wire transfer of immediately available funds, 1,000,000 shares of Company Common Stock at a purchase price of $12.35 per share, for an aggregate purchase price of $12,350,000. Such Company Common Stock will be issued pursuant to the Company's registration statement on Form S-3 and when issued will be validly issued, fully paid and non-assessable.
Securities Purchase. The transactions contemplated by the Securities Purchase Agreement shall have been consummated concurrently with funding of the first Borrowing.
Securities Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date, the Sellers shall sell, convey and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept from the Sellers, all right, title and interest of the Seller, legal and equitable, beneficial and of record, in and to the Securities.
