Xxxxxxxx and Sale Sample Clauses

Xxxxxxxx and Sale. 2 Section 1.2 Closing ..................................................................................................... 2 ARTICLE II
Xxxxxxxx and Sale. XXXX Corporation, a Nevada corporation (the "Company"), has offered for sale outside the United States, pursuant to Regulation S ("Regulation S") of the United States Securities Act of 1933, as amended (the "Act"), shares of its convertible Series A Preferred Stock with the rights and privileges set forth in the resolutions attached as Exhibit A to this Agreement (the "Series A Preferred Stock"), having an aggregate value of up to $4,500,000, at the purchase price of $100.00 per Share, (the "Offering"). The undersigned purchaser (the "Purchaser") hereby tenders this subscription and applies for the purchase of that number of shares of Series A Preferred Stock as set forth below such Purchaser's name on the signature page hereof (the "Shares"). Upon acceptance by the Company of subscriptions to purchase 45,000 shares (with an aggregate purchase price of $4,500,000) a closing shall be held on or before March 15, 1998. Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares by wire transfer to the escrow agent designated by the parties ("Escrow Agent") against delivery by the Company of the certificates representing the Shares. Time is of the essence in connection with this Subscription Agreement.
Xxxxxxxx and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.0445454546% of the principal amount thereof, plus accrued interest, if any, on the Securities from February 11, 2005 to the Closing Date, the principal amount of the Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto.
Xxxxxxxx and Sale. Grant of the Back-up Option Agreement and Other Rights;
Xxxxxxxx and Sale. V-ONE Corporation, a Delaware corporation (the "COMPANY"), has offered for sale, and the undersigned purchaser (the "PURCHASER") hereby tenders this subscription and applies for the purchase of the number of shares ("SHARES") of common stock, $0.001 par value per Share (the "COMMON STOCK") set forth on the Signature Page at the purchase price of $2.00 (the "OFFERING PRICE"). The Offering is expected to expire on November 16, 1998, subject to extension(s) by the mutual agreement of the Company and the Placement Agent until November 20, 1998 without notice to investors (the "EXPIRATION DATE"). The Offering is conditioned upon the Company's receipt and acceptance of subscriptions for 1,800,000 shares and the Company's receipt of the full Purchase Price therefor ($3,600,000) by the "Expiration Date". The Company has reserved the right to sell up to an additional 922,070 shares (an additional $1,844,140 in gross sale proceeds) on the same terms set forth above in the event this Offering is oversubscribed (the "Over Subscription Option"). The Purchaser must subscribe for a minimum of 50,000 shares ($100,000), which requirement may be waived in the Company's sole discretion. Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the Purchase Price for the shares (the "PURCHASE PRICE") subscribed for. This subscription may be rejected by the Company in its sole discretion in whole or in part. THE SIGNATURE OF THE UNDERSIGNED ON THE SIGNATURE PAGE CONSTITUTES THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT.
Xxxxxxxx and Sale. Effective Date; Term of Contract; Interim Period 10 Section 2.1 Purchase and Sale 10 Section 2.2 Effective Date 11 Section 2.3 Term of Contract; Interim Period 12
Xxxxxxxx and Sale. 11 Section 2.2
Xxxxxxxx and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuer, at a purchase price of 99.00% of the principal amount thereof, plus accrued interest, if any, from October 1, 2020 to the Closing Date, the aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto.

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  • Marketing and Sales Provide a detailed plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams, to include, but not limited to:

  • Issuance and Sale (a) Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the Company provides such Agent with any due diligence materials and information reasonably requested by such Agent necessary for such Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and such Agent shall enter into an agreement in accordance with Section 2 hereof regarding the number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). The Company may also offer to sell the Shares directly to an Agent, as principal, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and such Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section 2(g) hereof (each such transaction being referred to as a “Principal Transaction”). As used herein, (i) the “Term” shall be the period commencing on the date hereof and ending on the earlier of (x) the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant to this Agreement and any Terms Agreements is equal to the Maximum Amount and (y) any termination of this Agreement pursuant to Section 8 hereof, (ii) an “Exchange Business Day” means any day during the Term that is a trading day for the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) the “Exchange” means the New York Stock Exchange.

  • Xxxxxxx and X X. Xxxxxx.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Xxxxxx and X X. Xxxxxx.

  • Purchases and Sales Except as disclosed in the Offering Documents, neither the Corporation nor the Subsidiaries have approved, has entered into any agreement in respect of, or has any knowledge, as the case may be, of: (i) the purchase of any Business Assets or any interest therein, or the sale, transfer or other disposition of any Business Assets or any interest therein currently owned, directly or indirectly, by the Corporation or any Subsidiary whether by asset sale, transfer of shares, or otherwise; (ii) a transaction which would result in the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Corporation or any Subsidiary or otherwise) of the Corporation or any Subsidiary; or (iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares or common shares of the Subsidiaries.

  • Xxxxxxxxx, X Xxxxxxx Chairman & CEO Barangay Bagumbayan Paracale, Camarines Norte Tel No. 0000-000-0000/000-0000 Email: xxxxxxxxx_xxxx@xxxxx.xxx November 4, 2008 November 3, 2033 Paracale, Camarines Norte Gold, Copper 173.9329