Subscription and Sale of the Securities Sample Clauses

Subscription and Sale of the Securities. Subject to Section 1(f) hereof, (i) on the Unit Closing Date, Subscriber shall purchase from the Company, and the Company shall issue and sell to Subscriber, 960,000 Private Placement Units, in consideration for Subscriber’s purchase price for such Private Placement Units of $9,600,000 (the “Unit Purchase Price”), on the terms and conditions described herein, and (ii) on the Founder Shares Closing Date, Subscriber shall purchase from the Sponsor, and the Sponsor shall transfer and sell to Subscriber, 3,840,000 Founder Shares, in consideration for Subscriber’s purchase price for such Founder Shares of $4,684.80 (the “Founder Shares Purchase Price” and, together with the Unit Purchase Price, the “Purchase Price”), on the terms and conditions described herein. The number of Securities and the amount of the Purchase Price may be increased or decreased pursuant to Section 1(f) hereof.
Sample 1See All (5)
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Subscription and Sale of the Securities. Subject to Section 1(f) hereof, (i) on the Warrant Closing Date, Subscriber shall purchase from the Company, and the Company shall issue and sell to Subscriber, the number of Private Placement Warrants indicated on the signature page hereof, in consideration for Subscriber’s purchase price for such Private Placement Warrants indicated on the signature page hereof (the “Warrant Purchase Price”), on the terms and conditions described herein, and (ii) on the Founder Shares Closing Date, Subscriber shall purchase from the Sponsor, and the Sponsor shall transfer and sell to Subscriber, the number of Founder Shares indicated on the signature page hereof, in consideration for Subscriber’s purchase price for such Founder Shares indicated on the signature page hereof (the “Founder Shares Purchase Price” and, together with the Warrant Purchase Price, the “Purchase Price”), on the terms and conditions described herein. The number of Securities and the amount of the Purchase Price indicated on the signature page hereof may be increased or decreased pursuant to Section 1(f) hereof.
Sample 1See All (4)
Subscription and Sale of the Securities. (i) on the Closing Date, Subscriber shall purchase from the Company, and the Company shall issue and sell to Subscriber, a number of Private Placement Warrants equal to [ ]% of the total Private Placement Warrants sold in connection with the IPO at a purchase price of $1.50 per Private Placement Warrant (the aggregate price paid for the Private Placement Warrants by Subscriber being the “Warrants Purchase Price”), on the terms and subject to the conditions described herein, and (ii) on the Closing Date, Subscriber shall purchase from the Company, and the Company shall transfer and sell to Subscriber, a number of Founder Shares equal to the Warrant Purchase Price multiplied by [ ] at a purchase price of $0.0043 per Founder Share (the aggregate price paid for the Founder Shares by Subscriber being the “Founder Shares Purchase Price” and, together with the Warrants Purchase Price, the “Purchase Price”), on the terms and subject to the conditions described herein.
Sample 1
Subscription and Sale of the Securities. On the Closing Date, the Sponsor shall grant to Subscriber the number of Securities indicated on the signature page hereof, on the terms and conditions described herein.
Sample 1
Subscription and Sale of the Securities. Upon execution of this Agreement, each Investor undertakes to subscribe and pay for those Securities set forth opposite its name in Schedule 1 (at the applicable Subscription Price), and the Company shall issue and allot to each Investor such number of Securities. In addition, the Mesoamerica Investors hereby undertake to invest an additional aggregate amount of up to EUR 3,782,000 in the Company (the “Mesoamerica Commitment”) by subscribing for Securities of the same type and class, and in the same relative proportions, as the Bain Investors or purchasing a proportional strip of Securities from the Bain Investors, in each case on such date(s) and in such manner as the Lux Sarl shall direct by delivering one Business Day’s written notice to the Mesoamerica Representative. The Mesoamerica Investors acknowledge and agree that the Lux Sarl shall have the right by delivering one Business Day’s written notice to the Mesoamerica Representative to require the Mesoamerica Investors to pay an amount equal to the Mesoamerica Commitment into an escrow account operated by a financial institution or Xxxx Capital Partners, LLC (or an Affiliate thereof) as escrow agent for the Mesoamerica Investors (and if so required by the Lux Sarl enter into an escrow agreement), which amount shall remain in such escrow account until such time as the Lux Sarl instructs the escrow agent to either: (i) transfer all or part of the escrow balance to settle the subscription price for the further issuance of Securities contemplated in the immediately preceding sentence; and/or (ii) transfer the escrow balance to the Mesoamerica Investors.
Sample 1
Subscription and Sale of the Securities. Upon execution of this Agreement, and subject to Clauses 2(a) and 2(b), each Investor undertakes to subscribe and pay for those Securities set forth opposite its name in Part A of Schedule 1 (at the applicable Subscription Price), and the Company shall issue and allot to each Investor such number of Securities. In addition, the Xxxx Investors hereby undertake to invest an additional aggregate amount of up to EUR 1,037,000 in the Company (the “Xxxx Commitment”) by subscribing for Securities of the same type and class, and in the same relative proportions, as the Bain Investors or purchasing a proportional strip of Securities from the Bain Investors, in each case on such date(s) and in such manner as the Lux Sarl shall direct by delivering one Business Day’s written notice to the Co-Investor Representative. The Xxxx Investors acknowledge and agree that the Lux Sarl shall have the right by delivering one Business Day’s written notice to the Co-Investor Representative to require the Xxxx Investors to pay an amount equal to the Xxxx Commitment into an escrow account operated by a financial institution or Xxxx Capital Partners, LLC (or an Affiliate thereof) as escrow agent for the Xxxx Investors (and if so required by the Lux Sarl enter into an escrow agreement), which amount shall remain in such escrow account until such time as the Lux Sarl instructs the escrow agent to either: (i) transfer all or part of the escrow balance to settle the subscription price for the further issuance of Securities contemplated in the immediately preceding sentence; and/or (ii) transfer the escrow balance to the Xxxx Investors.
Sample 1

Related to Subscription and Sale of the Securities

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 98.974% of the principal amount thereof plus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

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