Subscription, Purchase and Sale Sample Clauses

Subscription, Purchase and Sale. The Purchaser hereby subscribes for and purchases, and the Company hereby issues and sells to the Purchaser, 2.176 shares of Series A Preferred Stock, for an aggregate purchase price of $2,176,000.
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Subscription, Purchase and Sale. (a) To the extent the Election Notice provides for the sale of Primary Shares to Subscriber, subject to the terms and conditions hereof, Subscriber hereby subscribes for and agrees to purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Primary Purchase Price, such number of Primary Shares equal to the Primary Share Number (such subscription and issuance, the “Subscription”). (b) To the extent the Election Notice provides for the sale of Secondary Shares by one or more Secondary Sellers to Subscriber, subject to the terms and conditions hereof, Subscriber hereby agrees to (i) purchase from the Secondary Sellers, in exchange for the Secondary Purchase Price, such number of Secondary Shares equal to the Secondary Share Number, and (ii) to that effect, within two (2) business days of the delivery of the Election Notice, execute and deliver to the Company one or more purchase and sale agreements in the form attached hereto as Exhibit A (each, a “Secondary Purchase Agreement” and collectively, the “Secondary Purchase Agreements”) (such purchase and sale of the Secondary Shares, the “Purchase and Sale”). The Company agrees to effect and reflect the transfer of the Secondary Shares pursuant to the Secondary Purchase Agreements from the Secondary Sellers to Subscriber on its books. For the avoidance of doubt, to the extent the Election Notice provides for the sale of Secondary Shares by one or more Secondary Sellers to Subscriber and not for the sale of Primary Shares to Subscriber pursuant to this Agreement, all representations, warranties, covenants and agreements of the Company set forth in this Agreement shall remain in full force and effect.
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Subscription, Purchase and Sale. The Purchaser hereby subscribes ------------------------------- for and purchases, and the Company hereby issues and sells to the Purchaser, 49 shares of the Series A Preferred, for an aggregate purchase price of $49,000,000.
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Subscription, Purchase and Sale. 1.1. Purchaser hereby subscribes for and agrees to purchase, and Seller hereby agrees to sell and issue to Purchaser a total of Shares of Seller’s $0.01 par value Common Stock. 1.2. The per Share closing purchase price is $0.12 (“Closing Purchase Price”). Subject to the conditions set forth in Section 1.5 below, the Closing Purchase Price shall be subject to post-closing adjustment in the manner and at the time or times therein set forth, and the result of such adjustment shall be the final purchase price (“Final Adjusted Price”). 1.3. The purchase and sale (the “Closing”) provided for in this Agreement shall take place at the offices of Seller at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, on May 18, 2012, or at such other place and time as the parties may agree. Subject to the provisions of Section 1.6, failure to consummate the Closing on the date specified shall not result in a termination of this Agreement nor release either party from any obligations under this Agreement. 1.4. At the Closing, Purchaser shall deliver to Seller Purchaser’s check for a non-refundable $ , being ten percent (10%) of the purchased Shares, times the per Share Closing Purchase Price, together with a Promissory Note in the form attached hereto (“Note”) for the other ninety percent (90%) of the purchased Shares, and a fully executed Stock Pledge Agreement in the form attached hereto. 1.5. The price for the balance of the purchased Shares shall be the Closing Purchase Price adjusted and payable according to one of the two options set forth below, at the Purchaser’s election, provided that both of the following conditions have been met: (a) Parent has disposed of at least ninety percent (90%) of the Shares it now owns through a sale or spin-off of such shares within ninety (90) days commencing from the date of this Agreement; and (b) A trading market in the Shares has developed on the NASDAQ system within the ninety (90) day period immediately following Parent’s disposition of the Shares. If either of the foregoing conditions has not been met within the times specified, the Closing Purchase Price shall not be adjusted and shall become the Final Adjusted price for the remaining ninety percent (90%) of the purchased Shares and shall be due and payable at the end of such 90-day period.
Sample 1
Subscription, Purchase and Sale. (a) Subscriber hereby irrevocably subscribes for and agrees to purchase [___] ([__]) shares of common stock of the Company, no par value per share (“Common Stock”) at a $12.00 price per share of Common Stock, from the Company (such Common Stock being purchased, the “Securities”), pursuant to the terms set forth in this Agreement (the “Sale”). In reliance on the representations, warranties and agreements of Subscriber set forth herein or made hereunder, the Company agrees to sell the Securities to Subscriber at the Closing, on the terms and conditions set forth herein. /
Sample 1
Subscription, Purchase and Sale. Subscription for the Subscription Shares and the Employee Shares; Purchase and Sale of the Officer Shares 11 SECTION 2.02. Closing 11 SECTION 2.03. Closing Deliveries by Parent and the Company 11 SECTION 2.04. Closing Deliveries by Investor 12 SECTION 2.05. Distribution of the Purchase Price 12 SECTION 2.06. Withholding 12 SECTION 2.07. Cancellation of Officers Share Certificates 12 SECTION 3.01. Organization, Authority and Qualification of Parent and the Company 13 SECTION 3.02. Capitalization; Ownership of Shares; Subsidiaries 13 SECTION 3.03. Valid Issuance and Title 15 SECTION 3.04. No Conflict 15 SECTION 3.05. Governmental Consents and Approvals 15 SECTION 3.06. Financial Information 16 SECTION 3.07. Absence of Undisclosed Material Liabilities 16 SECTION 3.08. Conduct in the Ordinary Course 16 SECTION 3.09. Litigation 18 SECTION 3.10. Compliance with Laws 19 SECTION 3.11. Intellectual Property 19 SECTION 3.12. Real Property 19 SECTION 3.13. Assets 20 SECTION 3.14. Employee Benefit Matters 20 SECTION 3.15. Labor Matters 21 SECTION 3.16. Taxes 22 SECTION 3.17. Material Contracts 22 SECTION 3.18. SEC Reports 25 SECTION 3.19. Insurance 25 SECTION 3.20. Brokers 25 SECTION 4.01. Organization, Authority and Qualification of Investor 25 SECTION 4.02. No Conflict 26 SECTION 4.03. Governmental Consents and Approvals 26 SECTION 4.04. Investment Purpose 26 SECTION 4.05. Financing 26 SECTION 4.06. Litigation 27 SECTION 4.07. Brokers 27 SECTION 4.08. Independent Investigation 27 SECTION 5.01. Redemption of Options 27 SECTION 5.02. Confidentiality 27 SECTION 5.03. Target Business IP and Assets 28 SECTION 5.04. Subject IP and Specified IP 28 SECTION 5.05. Target Business Employees 29 SECTION 5.06. Post-Closing Parent Support 29 SECTION 5.07. Allocation 29 SECTION 5.08. Further Action 30 SECTION 6.01. Indemnities 30 SECTION 6.02. Conveyance Taxes 32 SECTION 6.03. Miscellaneous 32 SECTION 7.01. Survival of Representations and Warranties 32 SECTION 7.02. Indemnification by Parent 33 SECTION 7.03. Limits on Liability 33 SECTION 7.04. Notice of Claim; Third Party Claims 34 SECTION 7.05. Remedies 35 SECTION 8.01. Expenses 35 SECTION 8.02. Notices 36 SECTION 8.03. Public Announcements 36 SECTION 8.04. Severability 37 SECTION 8.05. Entire Agreement 37 SECTION 8.06. Assignment 37 SECTION 8.07. Amendment 37 SECTION 8.08. Waiver 37 SECTION 8.09. No Third Party Beneficiaries 37 SECTION 8.10. Specific Performance 38 SECTION 8.11. Governing Law 38 SECTION 8.12. Dispute Resolution ...
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Subscription, Purchase and Sale 
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Related to Subscription, Purchase and Sale

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale; Purchase Price 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller the Property herein described. The total purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”). 2.2 The Purchase Price, less the Deposit (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds. 2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

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