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) With respect to the Restricted Shares, to the extent permissible by Law, each owner of the Restricted Shares shall have the right, but not the obligation, to sell the Restricted Shares to Merger Sub in the public market and/or off the market within five (5) Business Days after the Lock-Up Shares are released by the TDCC pursuant to Centralized Custody Rules, at the Adjusted Offer Price, by giving prior written notice to Merger Sub. Merger Sub agrees to purchase such Restricted Shares at the Adjusted Offer Price through an off the market transaction, block trade transaction or such other transaction as agreed upon between the parties concerned with a view to reasonably mitigating possible tax implications on the respective Seller(s) without detrimenting the Merger Sub.
(b) To facilitate the owners of the Restricted Shares with the right set forth in Section 2.3(a) above, the Sellers and Merger Sub agree and acknowledge that the record date for the Merger shall be set at a day at least seven (7) Business Days after the Lock-Up Shares are released by the TDCC pursuant to Centralized Custody Rules; provided, however, that if the Merger Sub fails to purchase any Restricted Shares as requested by the Seller(s) pursuant to Section 2.3(a) for any reason attributable to the Merger Sub, the record date for the Merger shall be postponed until the title of such Restricted Shares are transferred to the Merger Sub at the Adjusted Offer Price. Notwithstanding anything set forth herein to the contrary, in case there is any change of the Laws or enforcement or interpretation thereof, resulting in the failure to effect the sale of any Restricted Shares as requested by the Seller(s) pursuant to Section 2.3(a), the parties concerned will enter into good faith discussions to work out reasonable alternatives such that the Seller(s) would be able to receive substantially the same economic value as if such Sellers were to sell such Restricted Shares in the public market and/or off the market, and without detrimenting the Merger Sub.
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. (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. 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. 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. 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. 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.
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. 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.
