Common use of The Purchase Clause in Contracts

The Purchase. Xxxxxxx agrees at Closing to deliver to Xxxx the sum of One Hundred Sixty Five Thousand ($165,000) Dollars in the form of a cashier's check made payable to Pico's order or wire transfer to an account designated by Pico. Xxxx at Closing will deliver to Xxxxxxx one or more certificates representing in the aggregate one hundred sixty-five (165) shares of the Stock issued in the name of Xxxxxxx. Xxxxxxx further agrees to deliver to Xxxx at Closing the sum of ten dollars ($10.00) in the form of a check payable to Pico's order or wire transfer to an account designated by Pico as consideration for the purchase by Xxxxxxx of warrants (the "Warrants") to purchase 144,200 Pico common shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Stock are set forth in the Designation Statement attached to this letter as Exhibit "A" and are generally described below in this letter. It is understood that in the event there shall be any inconsistency between the Designation Statement and this letter, the provisions of the Designation Statement shall be controlling. A. The Stock will impose on Pico the obligation to declare quarterly dividends, payable at a rate of ten percent (10%) per annum, with the option of Xxxxxxx to receive Pico common shares (the "Dividend Shares") in lieu of the payment of any cash dividend otherwise payable, upon written notification by Xxxxxxx to Pico thirty days prior to the scheduled dividend payment date. If Xxxxxxx exercises the option to take Dividend Shares, the number of such Dividend Shares shall be determined in the manner set forth in the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay Xxxxxxx interest on the amount of the delayed dividend payment at an annual rate equal to First Union Bank's prime rate as in effect from time to time during the delay in payment. The Stock will be redeemable according to the following schedule: All outstanding shares on or before September 28, 2000. Notwithstanding the foregoing, Pico may call all or any portion of the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead of the common stock. Xxxxxxx acknowledges that Pico will not make any payment of any dividend or any amount on account of a redemption of the Stock during any period of time when there shall exist an event of default under the Allied Agreement. B. The Warrants will be separate and detachable, and exercisable for a period of six (6) years after Closing or 36 months from the final payment on the subordinated debentures issued by Pico pursuant to the Allied Transaction, whichever is later. The exercise price will be equal to the average closing price for the 90 calendar days preceding the date which is 120 calendar days following the date of filing with the SEC of the Company's Form 10-K for the fiscal year ended July 31, 1997 (the "Pricing Date"). In the event that any or a portion of the Warrants are exercised prior to the Pricing Date, the per share exercise price will be equal to the average trading price for the 90 calendar days preceding the actual date of exercise (the "Preliminary Exercise Price"), subject to adjustment based on the actual Exercise Price on the Pricing Date, provided that at the time of such determination, the Common Stock is traded in the over-the-counter market or on a national or regional securities exchange. In the event there is no closing price on any day during such 90 day period, then the average of the most recent bid and asked price shall be used as the price for such day for purposes of calculating the Exercise Price. The Warrants will give Xxxxxxx the same registration rights, rights to obtain additional warrants and anti-dilution protection as given to Allied under the Allied Transaction, provided that Xxxxxxx shall only exercise its demand registration rights in conjunction with Allied.

The Purchase. Xxxxxxx agrees at Closing On the terms and subject to deliver to Xxxx the sum of One Hundred Sixty Five Thousand ($165,000) Dollars in the form of a cashier's check made payable to Pico's order or wire transfer to an account designated by Pico. Xxxx at Closing will deliver to Xxxxxxx one or more certificates representing in the aggregate one hundred sixty-five (165) shares of the Stock issued in the name of Xxxxxxx. Xxxxxxx further agrees to deliver to Xxxx at Closing the sum of ten dollars ($10.00) in the form of a check payable to Pico's order or wire transfer to an account designated by Pico as consideration for the purchase by Xxxxxxx of warrants (the "Warrants") to purchase 144,200 Pico common shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Stock are conditions set forth in this Agreement, the Designation Statement attached Pooling and Servicing Agreement and the Series 2001-1-VFC Supplement, and in reliance on the covenants, representations and agreements set forth herein and therein, (i) the Transferor agrees to this letter as Exhibit "A" sell, transfer and are generally described below in this letter. It is understood that deliver to each Managing Agent on behalf of the Purchasers in the event there related Purchaser Group, and (ii) each Conduit Purchaser, acting through its Managing Agent, may, in its discretion, and each Committed Purchaser, acting through its Managing Agent, shall, if the related Conduit Purchaser determines not to so purchase, purchase, on the Closing Date, an interest in the Class A Certificate issued to its Managing Agent having an aggregate maximum face amount equal to the applicable Purchaser Group Limit. If the Purchase of an interest in the Class A Certificate for any Purchaser Group is made by the Committed Purchasers in such Purchaser Group, such Purchaser Group's Pro Rata Share of the Purchase Price for the Class A Certificates shall be allocated among the Committed Purchasers for such Purchaser Group based on their respective Committed Percentages. Without limiting any inconsistency between the Designation Statement and other provision of this letterAgreement, the provisions obligation of any Purchaser to purchase an interest in an Investor Certificate is subject to the satisfaction of the Designation Statement shall be controlling. A. The Stock will impose on Pico the obligation to declare quarterly dividends, payable at a rate of ten percent (10%) per annum, with the option of Xxxxxxx to receive Pico common shares (the "Dividend Shares") in lieu of the payment of any cash dividend otherwise payable, upon written notification by Xxxxxxx to Pico thirty days prior to the scheduled dividend payment date. If Xxxxxxx exercises the option to take Dividend Shares, the number of such Dividend Shares shall be determined in the manner conditions precedent set forth in Section 4.01 hereof. Under no circumstances shall (i) any Purchaser make any purchase of Class A Certificates on any day if, as a result thereof, the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay Xxxxxxx interest on the amount related Purchaser Group's Pro Rata Share of the delayed dividend payment at an annual rate equal to First Union Bank's prime rate as in effect from time to time during the delay in payment. The Stock will be redeemable according to the following schedule: All outstanding shares on Class A Funded Invested Amount would exceed its Purchaser Group Limit or before September 28, 2000. Notwithstanding the foregoing, Pico may call all or (ii) any Committed Purchaser fund any portion of a purchase to the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead extent that, after giving effect to such funding, such Committed Purchaser's Invested Percentage of the common stock. Xxxxxxx acknowledges that Pico will not make any payment of any dividend or any amount on account of a redemption of the Stock during any period of time when there shall exist an event of default under the Allied AgreementClass A Invested Amount would exceed its Commitment. B. The Warrants will be separate and detachable, and exercisable for a period of six (6) years after Closing or 36 months from the final payment on the subordinated debentures issued by Pico pursuant to the Allied Transaction, whichever is later. The exercise price will be equal to the average closing price for the 90 calendar days preceding the date which is 120 calendar days following the date of filing with the SEC of the Company's Form 10-K for the fiscal year ended July 31, 1997 (the "Pricing Date"). In the event that any or a portion of the Warrants are exercised prior to the Pricing Date, the per share exercise price will be equal to the average trading price for the 90 calendar days preceding the actual date of exercise (the "Preliminary Exercise Price"), subject to adjustment based on the actual Exercise Price on the Pricing Date, provided that at the time of such determination, the Common Stock is traded in the over-the-counter market or on a national or regional securities exchange. In the event there is no closing price on any day during such 90 day period, then the average of the most recent bid and asked price shall be used as the price for such day for purposes of calculating the Exercise Price. The Warrants will give Xxxxxxx the same registration rights, rights to obtain additional warrants and anti-dilution protection as given to Allied under the Allied Transaction, provided that Xxxxxxx shall only exercise its demand registration rights in conjunction with Allied.

The Purchase. Xxxxxxx (a) On the terms and subject to the conditions set forth in this Article II, the Company hereby agrees at Closing to purchase from Stockholder and Stockholder hereby agrees to sell and deliver to Xxxx the sum of One Hundred Sixty Five Thousand Company, Common Stock as set forth in this Section 2.01(a). The Company shall purchase from Stockholder ($165,000i) Dollars in at the form of a cashier's check made payable to Pico's order or wire transfer to an account designated by Pico. Xxxx at First Closing will deliver to Xxxxxxx one or more certificates representing in the aggregate one hundred sixty-five (165) 17,943,494 shares of Common Stock; in addition, the Company will make a cash payment to Stockholder in full satisfaction and extinguishment of all rights of the Stockholder Executives and the Stockholder in respect of the Options, the Bonus Shares (assuming such Bonus Shares have been vested by the Board) and, if they have been distributed, the Deferred Shares, and (ii) at the Second Closing an additional number of shares of Common Stock, which number shall not exceed 2,000,000 shares of Common Stock issued and is equal to the number of shares not purchased by the Underwriters pursuant to the Over-Allotment Option, and if the Deferred Shares have been distributed and were not purchased at the First Closing, a cash payment to the Stockholder shall be made in respect of the name of XxxxxxxDeferred Shares. Xxxxxxx further agrees If the Deferred Shares have not been distributed prior to deliver to Xxxx at the Second Closing the sum Company shall make a cash payment to the Stockholder in respect of ten dollars the Deferred Shares as soon as practicable following their distribution. ($10.00b) in the form of a check payable to Pico's order or wire transfer to an account designated by Pico as consideration for the The purchase by Xxxxxxx of warrants price per share (the "WarrantsPurchase Price") to purchase 144,200 Pico common for the shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and of Common Stock purchased by the qualifications, limitations and restrictions of the Stock are set forth in the Designation Statement attached to this letter as Exhibit "A" and are generally described below in this letter. It is understood that in the event there shall be any inconsistency between the Designation Statement and this letter, the provisions of the Designation Statement shall be controlling. A. The Stock will impose on Pico the obligation to declare quarterly dividends, payable at a rate of ten percent (10%) per annum, with the option of Xxxxxxx to receive Pico common shares (the "Dividend Shares") in lieu of the payment of any cash dividend otherwise payable, upon written notification by Xxxxxxx to Pico thirty days prior to the scheduled dividend payment date. If Xxxxxxx exercises the option to take Dividend Shares, the number of such Dividend Shares shall be determined in the manner set forth in the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay Xxxxxxx interest on the amount of the delayed dividend payment at an annual rate equal to First Union Bank's prime rate as in effect from time to time during the delay in payment. The Stock will be redeemable according to the following schedule: All outstanding shares on or before September 28, 2000. Notwithstanding the foregoing, Pico may call all or any portion of the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead of the common stock. Xxxxxxx acknowledges that Pico will not make any payment of any dividend or any amount on account of a redemption of the Stock during any period of time when there shall exist an event of default under the Allied Agreement. B. The Warrants will be separate and detachable, and exercisable for a period of six (6) years after Closing or 36 months from the final payment on the subordinated debentures issued by Pico Company pursuant to Section 2.01(a) at the Allied Transaction, whichever is later. The exercise price will First Closing and (if applicable) the Second Closing shall be equal to the average closing lower of (x) $18.90 or (y) the price at which shares of Common Stock are sold pursuant to the Offering, multiplied by 0.96. (c) The cash price to be paid to the Stockholder for each Option shall be the 90 calendar days preceding the date which is 120 calendar days following the date of filing with the SEC excess of the Company's Form 10-K Purchase Price over the exercise price per share for such Option multiplied by the fiscal year ended July 31, 1997 (the "Pricing Date"). In the event that any or a portion number of the Warrants are exercised prior shares of Common Stock subject to the Pricing Date, the per share exercise price will Option. The cash payment to be equal paid to the average trading price Stockholder for the 90 calendar days preceding the actual date of exercise (the "Preliminary Exercise Price"), subject to adjustment based on the actual Exercise Price on the Pricing Date, provided that at the time of such determination, the Common Stock is traded in the over-the-counter market or on a national or regional securities exchange. In the event there is no closing price on any day during such 90 day period, then the average of the most recent bid each Bonus Share and asked price each Deferred Share shall be used as the price for such day for purposes of calculating the Exercise Purchase Price. The Warrants will give Xxxxxxx the same registration rights, rights to obtain additional warrants and anti-dilution protection as given to Allied under the Allied Transaction, provided that Xxxxxxx shall only exercise its demand registration rights in conjunction with Allied.

The Purchase. Xxxxxxx agrees at (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing to Date, Seller, shall sell, assign, transfer and deliver to Xxxx Buyer, free and clear of all Liens, seven and one-half percent (7.5%) all of the sum shares of One Hundred Sixty Five Thousand TeamGlobal Common Stock held by Seller, as set forth on the Capitalization Table, for the payment set forth in Section 2.01(b)(i), and TeamGlobal shall purchase, free and clear of all Liens, all the remaining shares of TeamGlobal Common Stock for the payments set forth in Section 2.01(b)(ii) and Section 2.01(b)(iii). (b) In exchange for the sale, assignment, transfer, redemption, and delivery of the TeamGlobal Common Stock, Buyer and TeamGlobal shall pay to Seller a total purchase price of $165,0004,000,000 (the “Purchase Price”). The Purchase Price shall be paid by: (i) Dollars wire transfers from Buyer to Seller on the Closing Date of the total amount of $300,000; (ii) wire transfer from TeamGlobal to Seller on the Closing Date of the total amount of $2,000,000; and (iii) delivery by TeamGlobal to Seller of a duly executed promissory note in the initial principal amount of $1,700,000 dated the Closing Date in the form of a cashier's check made payable to Pico's order or wire transfer to an account designated by Picoattached as Exhibit B (the “Note”). Xxxx at Closing will deliver to Xxxxxxx one or more certificates representing The payments described in the aggregate one hundred sixty-five clauses (165i) shares and (ii) of the Stock issued in preceding sentence are hereafter referred to as the name of Xxxxxxx. Xxxxxxx further agrees “Cash Purchase Price” and will be made pursuant to deliver to Xxxx at Closing the sum of ten dollars ($10.00) in the form of a check payable to Pico's order or wire transfer to an account designated by Pico as consideration for the purchase by Xxxxxxx of warrants (the "Warrants") to purchase 144,200 Pico common shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Stock are instructions set forth in the Designation Statement attached to this letter as on Exhibit "A" and are generally described below in this letter. It is understood that in the event there C. (c) Seller shall be any inconsistency between the Designation Statement and this letter, the provisions of the Designation Statement shall be controlling. A. The Stock will impose on Pico the obligation to declare quarterly dividends, payable at a rate of ten percent (10%) per annum, with the option of Xxxxxxx to receive Pico common shares (the "Dividend Shares") in lieu of responsible for the payment of any cash dividend otherwise payable, upon written notification by Xxxxxxx to Pico thirty days prior to the scheduled dividend payment date. If Xxxxxxx exercises the option to take Dividend Shares, the number of such Dividend Shares shall and all Taxes that may be determined in the manner set forth in the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay Xxxxxxx interest imposed on the amount of the delayed dividend payment at an annual rate equal to First Union Bank's prime rate as in effect from time to time during the delay in payment. The Stock will be redeemable according to the following schedule: All outstanding shares on or before September 28, 2000. Notwithstanding the foregoing, Pico may call all or any portion of the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead of the common stock. Xxxxxxx acknowledges that Pico will not make any payment of any dividend or any amount on account of a redemption of the Stock during any period of time when there shall exist an event of default under the Allied Agreement. B. The Warrants will be separate and detachable, and exercisable for a period of six (6) years after Closing or 36 months from the final payment on the subordinated debentures issued by Pico Seller pursuant to the Allied TransactionTransactions, whichever is later. The exercise price will be equal to the average closing price for the 90 calendar days preceding the date which is 120 calendar days following the date of filing with the SEC including, without limitation, as a result of the Company's Form 10-K for the fiscal year ended July 31, 1997 (the "Pricing Date"). In the event that any or a portion receipt of the Warrants are exercised prior to the Pricing Date, the per share exercise price will be equal to the average trading price for the 90 calendar days preceding the actual date of exercise (the "Preliminary Exercise Purchase Price"), subject to adjustment based on the actual Exercise Price on the Pricing Date, provided that at the time of such determination, the Common Stock is traded in the over-the-counter market or on a national or regional securities exchange. In the event there is no closing price on any day during such 90 day period, then the average of the most recent bid and asked price shall be used as the price for such day for purposes of calculating the Exercise Price. The Warrants will give Xxxxxxx the same registration rights, rights to obtain additional warrants and anti-dilution protection as given to Allied under the Allied Transaction, provided that Xxxxxxx shall only exercise its demand registration rights in conjunction with Allied.