The Securities Purchase Clause Samples
The Securities Purchase clause defines the terms and conditions under which one party agrees to buy securities, such as shares or bonds, from another party. It typically outlines the type and amount of securities being purchased, the purchase price, payment method, and the closing date of the transaction. This clause ensures that both parties are clear on the specifics of the securities sale, thereby reducing the risk of misunderstandings or disputes regarding the transfer of ownership and payment obligations.
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The Securities Purchase. Upon the terms and subject to the ----------------------- conditions set forth in this Agreement, at the Closing (as defined in Section 1.4 below), the Stockholders shall sell, transfer, convey and deliver to Newco, and Newco shall purchase from the Stockholders, all of the Company Securities held by the Stockholders as of the Closing. At the Closing each Stockholder shall deliver to Newco a certificate or certificates representing the number of Company Securities set forth opposite such Stockholder's name on Exhibit A --------- hereto and any other Company Securities acquired by such Stockholder after the date hereof, duly endorsed in blank or with one or more fully executed stock powers or other appropriate instruments of assignment and conveyance attached, all in proper form for transfer with all transfer taxes, if any, paid by such Stockholder. All Company Securities shall be delivered to Newco free and clear of all liens, pledges, encumbrances, claims, security interests, charges, voting trusts, voting agreements, other agreements, rights, options, warrants or restrictions of any kind, nature or description.
The Securities Purchase. 2.01. Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, all of the Shares free and clear of all Liens. The aggregate purchase price for the Shares shall be an amount in cash equal to (a) Thirteen Million Two Hundred Ninety Three Thousand Dollars ($13,293,000) for the Shares plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (together (a) and (b), the “Purchase Price”).
The Securities Purchase. Section 2.01 Purchase and Sale of the Shares 4 Section 2.02 Closing of the Securities Purchase 4
The Securities Purchase. 2.01. Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, all of the Shares and the Warrant, free and clear of all Liens. The aggregate purchase price for the Shares and the Warrant shall be an amount in cash equal to Six Million Two Hundred Eighty Nine Thousand Dollars Thousand Nine Hundred Sixty Six Dollars Thirty Three Cents ($6,289,966.33) consisting of (a) (i) Five Million Four Hundred Forty Eight Thousand Dollars ($5,448,000.00) for the Shares plus (ii) all of the accrued and unpaid dividends on the Shares through and including the Closing Date and (b) Seven Hundred Ninety Two Thousand Seven Hundred Eighty Three Dollars ($792,783.00) for the Warrant (together (a) and (b), the “Purchase Price”).
The Securities Purchase. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, the Warrant, free and clear of all Liens. The aggregate purchase price for the Warrant shall be an amount in cash equal to Thirty-Three Million Two Hundred Sixty-Three Thousand Dollars ($33,263,000) (the “Purchase Price”).
The Securities Purchase