Agreement to Sell and Purchase (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company:
(i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and
(ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants.
(b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659.
(c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Additional ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Additional ADSs and (b) the purchase price to be paid for the Additional ADS Warrants is equal to the product of the ADS Warrant Purchase Price multiplied by the number of Additional ADS Warrants (the aggregate purchase price to be paid at an Additional Closing (as defined below), the “Additional Closing Purchase Price”).
Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.
Sale and Purchase of Securities a. Notwithstanding anything to the contrary contained herein, Escrower shall have the right to sell the Securities or any part thereof but only if all of the following conditions are satisfied:
(i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell order;
(ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or in an underwritten securities offering; and
(iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement.
b. Escrower shall have the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied:
(i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order;
(ii) The purchase is a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ;
(iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and
(iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreement.
Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:
(a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.
(b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.
Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.
SALE AND PURCHASE OF THE SALE SHARES Subject to the terms of this Agreement, the Vendor shall sell, and the Purchaser shall procure the Purchaser Nominee to purchase, the legal and beneficial ownership in the Sale Shares, free from any Encumbrance, and together with all rights attaching or accruing to them after Completion, including all dividends and distributions declared, made or paid on or after the Completion Date. The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all of the Sale Shares is completed simultaneously.
Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens, all right, title and interest of the Sellers in and to all of its properties, assets, contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following:
(a) all fixed assets, including, without limitation, all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property wherever located, including, without limitation, those set forth on Schedule 2.1(a);
(b) all inventory, stock in trade, merchandise, goods, supplies and other products, raw materials, work in progress, finished products, supply and packaging items, promotional materials and similar items, wherever located, including, without limitation, those set forth on Schedule 2.1(b) (collectively, the “Inventory”);
(c) all Permits, including, without limitation, those set forth on Schedule 5.17; 4306983-11
(d) all contracts set forth on Schedule 2.1(d) (the “Assumed Contracts”) and all customer deposits and prepayments associated with any Assumed Contracts (the “Customer Deposits”), including, without limitation, those Customer Deposits set forth on Schedule 2.1(d);
(e) all rights under or pursuant to all representations, warranties, guarantees and indemnities made by any third party related to any Purchased Assets;
(f) all real property, leaseholds and subleaseholds in real property, and easements, rights-of-way and other appurtenants thereto;
(g) all insurance proceeds, condemnation proceeds or rights, transferable or assignable claims for insurance proceeds, and any other claims, deposits (including security deposits), prepayments, prepaid assets, prepaid expenses (to be allocated pro rata), prepaid revenues, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment (including any such item related to the payment of Taxes);
(h) all of the goodwill and going concern value relating to the Business or any of the Purchased Assets;
(i) all of the Seller IP; and
(j) all other intangible and tangible assets, including, without limitation, all Books and Records, computer hardware, Software and electronic data, all supplier information, lists and correspondence, all customer information, reservation data, lists and correspondence, all licensee information, lists and correspondence, equipment logs, operating guides and manuals, all sales records, all research, statistical, production, marketing and promotional materials, records, files, reports and other documents and data, all business post office boxes and business telephone listings, all research results and other know-how, and all other materials, records, files and data, in whatever form contained.
SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.
Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").
Redemption and Purchase (a) Redemption at maturity
