THE SHARE PURCHASE ANCILLARY AGREEMENTS Sample Clauses

THE SHARE PURCHASE ANCILLARY AGREEMENTS. Section 1.1 Purchase of the Shares Subject to and upon the terms and conditions hereof and the representations, warranties and covenants contained herein, on the Closing Date (as defined below) FDC shall sell, transfer, assign and deliver certificate(s) representing shares of Common Stock of FDC, and the Purchasers shall purchase the Shares from FDC, free and clear of all liens, claims and encumbrances thereon (the "Purchase Transaction"). The aggregate number of Shares to be offered to the Purchasers shall be that number of shares of Common Stock of FDC equal to $15 million divided by the market price (i.e., the average of the closing prices on the SmallCap Market for each relevant day, the "Market Price") of FDC's Common Stock for the five prior trading days ending the day this Agreement is executed (as so calculated, the "Purchase Price" or, with respect to the per Share price, the "Purchase Price per Share"), provided that, in no case shall the Purchase Price per Share exceed $8.50. If, for any reason, Shareholder approval is required, Shareholder approval shall be obtained for a Purchase Price per Share equal to the Market Price. The exact number of Shares to be sold to each Purchaser shall be determined immediately prior to Closing and shall be set forth on Exhibit A hereto.
Sample 1
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THE SHARE PURCHASE ANCILLARY AGREEMENTS 
Sample 1

Related to THE SHARE PURCHASE ANCILLARY AGREEMENTS

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Ancillary Documents The Purchaser shall have delivered, or caused to be delivered, to the Sellers the following:

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

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