Transaction and Purchase Price Sample Clauses

Transaction and Purchase Price. WLR hereby agrees to purchase from the Company, and the Company agrees to issue and sell to WLR, an aggregate of 2,002,054 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 (the Offering Price, less the underwriting discount of $0.15), for an aggregate purchase price of $5,705,853.90 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on April 11, 2011 (the “Closing Date”). WLR will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to WLR within one business day following the Closing Date. The Purchased Shares will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Transaction and Purchase Price. The Investors hereby agree to purchase from the Company, and the Company agrees to issue and sell to the Investors, an aggregate of 1,001,754 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 (the Offering Price, less the underwriting discount of $0.15 for an aggregate purchase price of $2,854,998.90 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on April 11, 2011 (the “Closing Date”). The Investors will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to the Investors within one business day following the Closing Date. The Purchased Shares will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement.
Sample 1
Transaction and Purchase Price. Buyer hereby subscribes, upon the satisfaction of each of the conditions set forth in Section 9 hereto, for $1,000,000 (payable in United States Dollars) of Common Stock (the "Shares"). The price per share and the number of shares shall be determined as follows:
Sample 1
Transaction and Purchase Price. Subject only to the consummation of the Offering and the provisions of Section 4.3 of the Investment Agreement (other than the first sentence of paragraph (c) thereof), WP X hereby agrees to purchase from the Company, and the Company agrees to issue and sell to WP X, an aggregate of 2,069,848 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $17.605 (the Offering Price, less any underwriting discounts or sales commissions) allocated as follows: (a) WP Private Equity X —2,005,683 shares of Common Stock in exchange for $35,310,049.22; and (b) WP X Partners — 64,165 shares of Common Stock in exchange for $1,129,624.83 (the sum of the amounts in clauses (a) and (b), the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on December 27, 2010 (the “Closing Date”) substantially simultaneously with the closing of the Offering. WP X will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Closing Date. The Company will deliver on the Closing Date to WP X confirmations of book entry transfer evidencing the foregoing transactions. The Purchased Shares will bear only the first legend set forth in Section 4.5(a) of the Investment Agreement. In addition, WP X agrees not to exercise any “piggyback registration” rights set forth in Section 4.11(a)(4) of the Investment Agreement in connection with the Offering.
Sample 1
Transaction and Purchase Price. The parties have agreed, subject to the conditions described below, that UME shall purchase the Shares from Stel and CICC, (the "Transaction"), in consideration for a cash payment of US$2,000,000 less any Reduction which may be applicable pursuant to section 4 (the "PURCHASE PRICE"). The Purchase Price shall be paid in two tranches: half of the Purchase Price shall be paid no later than 6 months and the second half of the Purchase Price no later than 12 months, in each case from the Closing Date, defined herein, (each a "PAYMENT DATE"). To secure the Purchase Price, on the Closing Date, UME shall issue a pledge agreement ("Pledge Agreement") and a convertible debenture (the "DEBENTURE") in substantially the forms attached hereto as Schedule B. The Debenture shall secure and be of a principal amount ("PRINCIPAL AMOUNT") equal to Two Million Dollars ($2,000,000). The Debenture shall be redeemable for the Principal Amount less any Reduction (as defined in Section 4) the sum so calculated being referred to herein as the "REDEEMED AMOUNT". The Debenture shall be convertible into common shares in the capital of UME (the "Common Shares") in the event, and only in the event, that UME defaults in making the payments of the Purchase Price as provided in this Agreement. Such conversion of the Redeemed Amount will be at the conversion price per share equal to the volume weighted average price of the trades of the Common Shares of UME on the TSX Venture (the "TSXV") for the 5 trading days prior to the date of conversion. In the Event that CIC converts the Debenture into Common Shares of UME:
Sample 1
Transaction and Purchase Price. Siguler hereby agrees to purchase from the Company, and the Company agrees to issue and sell to Siguler, an aggregate of 798,323 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 (the Offering Price, less the underwriting discount of $0.15 for an aggregate purchase price of $2,275,220.50 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on April 11, 2011 (the “Closing Date”). Siguler will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to Siguler within one business day following the Closing Date. The Purchased Shares will bear the legend set forth in Section 4.3(a) of the Securities Purchase Agreement.
Sample 1
Transaction and Purchase Price. Subject only to the consummation of the Offering and the provisions of Section 5.8 of the Subscription Agreement, [Purchaser] hereby agrees to purchase from the Company, and the Company agrees to issue and sell to [Purchaser], an aggregate of shares of Common Stock (the “Purchased Shares”) at a price per share equal to the Offering Price in exchange for $ (the number of Purchased Shares multiplied by the Offering Price, the “Purchase Price”) in cash. The transactions contemplated by the preceding sentence will be consummated on or about June 28, 2011 (the “Closing Date”) substantially simultaneously with the closing of the Offering. [Purchaser] also agrees to purchase, in the event the Underwriters’ Option is exercised, additional shares representing the same percentage of shares as represented by the exercise of the Underwriter’s Option (up to an additional 15% of the Purchased Shares), at the same Purchase Price (the “Additional Shares”). [Purchaser] will pay the Purchase Price on the Closing Date (or applicable option closing date(s) with respect to Additional Shares) by wire transfer of immediately available funds to an account designated by the Company at least one business day prior to the Closing Date (or applicable option closing date(s) with respect to Additional Shares). The Company will deliver on the Closing Date (or applicable option closing date(s) with respect to Additional Shares) to [Purchaser] confirmations of book entry transfer evidencing the foregoing transactions.
Sample 1
AutoNDA by SimpleDocs
Transaction and Purchase Price. On the terms and subject to the conditions set forth herein, Anchorage hereby agrees to purchase from the Company, and the Company agrees to issue and sell to Anchorage, an aggregate of 996,705 shares of Common Stock (the “Purchased Shares”) at a price per share equal to $2.85 for an aggregate purchase price of $2,840,609.25 (the “Purchase Price”). The transactions contemplated by the preceding sentence will be consummated on August 10, 2011 (the “Closing Date”). Anchorage will pay the Purchase Price on the Closing Date by wire transfer of immediately available funds to the account previously designated by the Company. The Company will deliver one or more certificates evidencing the Purchased Shares to Anchorage within one business day following the Closing Date. The Purchased Shares will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”
Sample 1

Related to Transaction and Purchase Price

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Redemption and Purchase The Notes shall be subject to redemption and purchase by the Company pursuant to the provisions of Article Eleven of the Original Indenture and this Article 3.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Redemption and Purchases Section 3.1 Right to Redeem; Notices to Trustee.......................... 24 Section 3.2 Selection of Securities to Be Redeemed....................... 25 Section 3.3

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Consideration and Payment for the Shares In consideration for the Shares, PURCHASER has paid a purchase price of a total of $5,000 ($0.005 per Share) (“Purchase Price”).

  • Deposit of Fundamental Change Purchase Price No later than 10:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Fundamental Change Purchase Date) sufficient to pay the Fundamental Change Purchase Price, of all the Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash made pursuant to this Section 5.04. If on the Fundamental Change Purchase Date the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Securities that Holders have elected to require the Company to purchase in accordance with Section 5.01, then, as of the Fundamental Change Purchase Date, (a) such Securities will cease to be outstanding and interest, including Additional Interest if any, will cease to accrue thereon and (b) all other rights of Holders in respect of such Securities will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of such Security). This will be the case whether book-entry transfer of the Securities has been made or the Securities have been delivered to the Paying Agent, as the case may be.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

Time is Money Join Law Insider Premium to draft better contracts faster.