Subsequent Purchase Clause Samples
The Subsequent Purchase clause defines the terms and conditions that apply when a party acquires additional goods, services, or assets after an initial transaction. Typically, this clause outlines whether the same pricing, warranties, or other contractual terms from the original agreement will apply to future purchases, or if new negotiations are required. By establishing clear rules for subsequent transactions, this clause helps prevent misunderstandings and ensures consistency in ongoing business relationships.
Subsequent Purchase. (i) The Purchaser hereby agrees, subject to the satisfaction or waiver of the applicable conditions set forth in Section 7(b), to purchase from the Company, and the Company hereby agrees, subject to the satisfaction or waiver of the applicable conditions set forth in Section 7(b), to sell to the Purchaser at the Subsequent Closing, the Subsequent PIPE Shares, for an aggregate purchase price equal to $20,000,000.
(ii) Payment for the Subsequent PIPE Shares shall be made in full, on the Subsequent Closing Date, against delivery of certificates (including in book-entry format) evidencing the Subsequent PIPE Shares, in United States dollars by means of wire transfer of immediately available funds to the order of the Company, to the account or accounts designated by the Company in writing prior to the Subsequent Closing.
Subsequent Purchase. (a) If the Company receives the Approval, promptly following the Approval, the Purchaser shall use its commercially reasonable efforts to commence financial due diligence and evaluation on the Company to support the purchase of a subsequent tranche of shares of the Company’s Common Stock within 60 days of the Approval (the “Subsequent Purchase”). The purchase price per share for the Subsequent Purchase (the “Subsequent Purchase Price”) shall be determined based on a discount to a prevailing VWAP for the Company’s Common Stock as then quoted on the Trading Market for a number of days prior to the Subsequent Closing (the “Subsequent Pre-Discount Price”), with the applicable discount to be negotiated in good faith based on prevailing market conditions, including but not limited to the Subsequent Pre-Discount Price, and with the definitive Subsequent Purchase Price to be agreed upon in writing by the Company and the Purchaser in advance of the Subsequent Closing. The number of shares of Common Stock purchased by the Company shall equal $75,000,000.00 divided by the Subsequent Purchase Price, round to the nearest share (such shares, the “Subsequent Shares”).
(b) Purchaser shall have no obligations pursuant to Section 2.2(a), and may suspend any commenced diligence, evaluation or negotiation efforts, if the Company (i) is in material breach of any of its representations and warranties in Section 4 or any of its covenants under SECTION 7 and such breach has not been cured in all material respects, (ii) is in material breach of any of its representations, warranties or covenants contained in the Registration Rights Agreement and such breach has not been cured in all material respects, or (iii) has experienced a Material Adverse Effect and such Material Adverse Effect is ongoing or remains uncured. Further, a binding obligation with respect to the Subsequent Purchase shall result only upon the mutual agreement of the parties with respect to the Subsequent Purchase Price, in addition to satisfaction of the applicable conditions to the Subsequent Closing and the other terms and conditions of this Agreement.
Subsequent Purchase. At Closing, Vanderbilt shall also provide Seahawk with written confirmation that Vanderbilt intends to purchase the entire ownership interest of Michael's International Jewelry, Inc. on or before December 31, 1998.
Subsequent Purchase. This bailment and the performance tests shall in no manner obligate the County to purchase the bailed property or items similar thereto, regardless of the success or failure of such tests.
Subsequent Purchase. The Company shall use its best efforts to cause the Subsequent Purchase to occur on or before the Subsequent Closing Deadline or as soon as practicable thereafter.
Subsequent Purchase. If requested by the Executive, Safeco will purchase an additional number of shares that are designated as ISO shares on Exhibit B to this Agreement on any date Executive chooses up through the end of the month following the one-year anniversary of the initial purchase date. In each case, the purchase price will be the closing share price for Safeco’s common stock on the date of purchase.
Subsequent Purchase. In the event that the Company consummates a ------------------- Qualified Equity Financing (as hereinafter defined) within six (6) months of the date of this Agreement, then, on the terms and subject to the conditions of this Agreement, the Investor agrees to purchase and the Company agrees to sell and issue to the Investor, concurrently with the closing of the Qualified Equity Financing, shares of Common Stock equal to the quotient of (A) $5,000,000 divided by (B) the Second Closing Purchase Price (as hereinafter defined). As used herein, the "Second Closing Purchase Price" shall mean the lesser of (A) the First Closing Purchase Price and (B) the gross price per share of the Company's Common Stock offered in the Qualified Equity Financing, unless the Qualified Equity Financing is an underwritten public offering, in which case the price per share hereunder shall be the price per share of Common Stock to the public (net of underwriting discounts and commissions).
Subsequent Purchase. (i) On November 6, 2023, (i) the Note Parties issued and sold to JMCM, and JMCM purchased from the Note Parties on November 6, 2023, $2,551,547.00 aggregate principal amount of Subsequently Purchased Notes and Subsequently Purchased Warrants exercisable for 1,105,249 Warrant Shares, and (ii) the Note Parties issued and sold to ACME, and ACME purchased from the Note Parties on November 6, 2023, $500,000.00 aggregate principal amount of Subsequently Purchased Notes and Subsequently Purchased Warrants exercisable for 216,584 Warrant Shares.
(ii) On November 6, 2023, the Company issued Warrants exercisable for 1,996,184 Warrant Shares to JMCM and issued Warrants exercisable for 1,996,184 Warrant Shares to ACME, in each case, in connection with the execution of the Reaffirmation Agreement and the purchase of the Initial Purchased Securities from the Original Buyer.
(iii) On November 13, 2023, the Note Parties issued and sold to JMCM, and JMCM purchased from the Note Parties, $2,500,000 aggregate principal amount of Subsequently Purchased Notes and Subsequently Purchased Warrants exercisable for 869,781 Warrant Shares.
Subsequent Purchase. At any time on or before May 2, 2005, at the request of FSQ/LTA, SNH (directly or through one or more subsidiaries) will enter into a sale-leaseback transaction with respect to one or more of the Facilities listed on Exhibit A for the applicable purchase price set forth on Exhibit A and otherwise on substantially the same terms and conditions as the purchase and lease of the other Facilities.
Subsequent Purchase. On the terms and subject to the conditions set forth in this Agreement, until the twelve-month anniversary of the Approval Date (the “Subsequent Issuance Period”), the Company may deliver a notice to the Purchaser (a “Subsequent Issuance Notice”) requiring the Purchaser to purchase a number of Shares equal to $7,500,000 divided by the greater of (x) $5.0 per Share and (y) the weighted average closing price per Share as reported on the Nasdaq Stock Market LLC over the 15 Trading Days prior to the Subsequent Closing Date (as defined below) plus 20% (the “Subsequent Purchase Shares”). The Subsequent Issuance Notice will specify a closing date at least 30 Business Days following the date of such notice (the “Subsequent Closing Date”). On the Subsequent Closing Date, the Purchaser will transfer, or cause its paying agent to transfer, by wire transfer $7,500,000 (the “Subsequent Purchase Price”) in immediately available funds to an account specified by the Company, and subject to receipt by the Company of the Subsequent Purchase Price, the Company will issue, sell and deliver to the Purchaser the Subsequent Purchase Shares pursuant to the execution by the Company of a Deed of Issue. If the Purchaser transfers, or causes the transfer of, the Subsequent Purchase Price to the Company pursuant to this Section 1.1(b), and the Company does not issue, sell and deliver the Subsequent Purchase Shares to the Purchaser within five Trading Days after Subsequent Closing Date, upon written request of the Purchaser, the Company shall return the Subsequent Purchase Price to the Purchaser or its paying agent, as applicable. Upon the execution of the Deed of Issue, the Company shall cause the Subsequent Purchase Shares to be recorded on the books of the Company and/or the register of the Company’s transfer agent. To the extent required, the Company hereby irrevocably consents to payment of the Subsequent Purchase Price in a currency other than the Euro.