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”).
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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.
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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. /
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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. SECTION 2.01. 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 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT 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 CONFIDENTIAL SECTION 3.18. SEC Reports 25 SECTION 3.19. Insurance 25 SECTION 3.20. Brokers 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF INVESTOR 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 ARTICLE V ADDITIONAL AGREEMENTS 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 ARTICLE VI TAX MATTERS SECTION 6.01. Indemnities 30 SECTION 6.02. Conveyance Taxes 32 SECTION 6.03. Miscellaneous 32 ARTICLE VII INDEMNIFICATION 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 CONFIDENTIAL ARTICLE VIII GENERAL PROVISIONS SECTION 8.01. Expenses 35 SECTION 8.02. Notices 36 SECTION 8.03. Public Announcements 36 SECTION 8.04. Severability 37...
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Subscription, Purchase and Sale 
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Related to Subscription, Purchase and Sale

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • 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 of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • 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 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; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • 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.

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