Agreement to Sell and Purchase. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell an aggregate of 2,438,491 ADSs (in the aggregate, the “Firm ADSs”) and ADS Warrants to purchase 1,219,246 ADSs (in the aggregate, the “Firm ADS Warrants,” and, collectively with the Firm ADSs, the “Firm Securities”) to the several Underwriters, and each Underwriter agrees to purchase, severally and not jointly, at the Closing (as defined below), the following securities of the Company:
(i) The number of Firm ADSs set forth opposite the name of such Underwriter on Schedule I hereto; and
(ii) Firm ADS Warrants to purchase the number of ADSs set forth opposite the name of such Underwriter on Schedule I hereto, which ADS Warrants shall have an exercise price of $8.03 per whole ADS, subject to adjustment as provided in the ADS Warrants.
(b) The aggregate purchase price for the Firm Securities shall equal the sum of the amounts set forth opposite the name of each Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.4914 (the “Combined Purchase Price”), which shall be allocated as $6.4821 per ADS (the “ADS Purchase Price”) and $0.0093 per ADS Warrant (the “ADS Warrant Purchase Price”), provided that, solely in connection with ADSs and ADS Warrants that are sold to Invesco Asset Management Limited, the combined purchase price for one ADS and one ADS Warrant to purchase 0.5 ADS shall be $6.6659.
(c) Upon the basis of the representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase from the Company, in the aggregate, up to 292,618 Additional ADSs and 146,309 Additional ADS Warrants, which may be purchased in any combination of Additional ADSs and/or Additional ADS Warrants at the ADS Purchase Price and/or the ADS Warrant Purchase Price, respectively. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. The Over-Allotment Option may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Additional Securities at any time within 30 days after the date of this Agreement. In connection with an exercise of the Over-Allotment Option, (a) the pur...
Agreement to Sell and Purchase. Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, the Note. The sale of the Note on the Closing Date shall be known as the “Offering.” The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable upon exercise of the Warrant are referred to as the “Securities.”
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof.
(b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.
Agreement to Sell and Purchase. Seller agrees to sell to Purchaser, and Xxxxxxxxx agrees to purchase from Seller, subject to the terms and conditions of this Agreement, that certain real (immovable) property consisting of land and all the building and other improvementssituated thereon and located at 000 X 0xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, all as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with any predial servitudes, easements and appurtenances pertaining thereto (collectively, the “Property”), but excluding any equipment, trade fixtures and personal property, including, without limitation, the signage or other marks of Seller’s name, logo or brand that Seller may elect to remove prior to Settlement (as hereinafter defined). Purchaser acknowledges that Sellerbecamethe ownerof the Property as a result of various corporate acquisitions and/or mergers, and that Seller has no direct, first-hand knowledge or familiarity with, and Seller hereby specifically disclaims and makes no representations or warranties whatsoever with respect to, the title, dimensions or legal description of the Property, including, without limitation, whether the legal description of the Property is over-inclusive or under- inclusive or in any other manner inaccurate, incomplete or defective. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller will remove its security system and equipment from the Property on or prior to the Settlement Date (as defined below), and in so doing, Seller shall leave any wires protruding from the walls in a visible, accessible and wrapped condition. Seller shall be entitled, but not required, to leave in the Property any existing vaults, vault doors and associated equipment, teller counters and safety deposit boxes.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, a Note in the aggregate principal amount of $3,000,000 convertible in accordance with the terms thereof into shares of the Company's Common Stock in accordance with the terms of the Note and this Agreement. The Note purchased on the Closing Date shall be known as the "Offering." A form of the Note is annexed hereto as Exhibit A. The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable in payment of the Note, upon conversion of the Note and upon exercise of the Warrant are referred to as the "Securities."
Agreement to Sell and Purchase. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Seller, all right, title and interest of the Seller in and to all of the assets, properties, and rights of every kind, and description, real, personal and mixed, tangible and intangible wherever situated constituting or used in the Business on the Closing Date other than the Excluded Assets (the "Purchased Assets"), free and clear of all Encumbrances except for those set forth on SCHEDULE 2.1(A), but including the following:
(i) all Accounts Receivable;
(ii) all Inventory;
(iii) all furniture, fixtures, automobiles, leasehold improvements, tooling, machinery and equipment;
(iv) all customer records, including principal contacts, addresses and telephone numbers, purchasing history, equipment demographics, payment information and any other information;
(v) all records with respect to suppliers, employees and other aspects of the Business;
(vi) all Patents;
(vii) all Trade Secrets;
(viii) all Copyrights;
(ix) all manufacturing, warehouse and office supplies;
(x) all Software Products, Off-the-Shelf Software and Custom Software (including documentation and related object and source codes);
(xi) all Trademarks;
(xii) all rights under the Building Leases, the Other Real Estate Leases and the Non-Real Estate Leases, and any easements, deposits or other rights pertaining thereto;
(xiii) all rights under any Governmental Permits;
(xiv) all rights related to any prepaid expenses;
(xv) all the assets of the Seller as set forth on the Balance Sheet;
(xvi) all equity interests owned by the Seller in any entity, including the ownership of equity in the entities set forth on SCHEDULE 4.14;
(xvii) all rights under any insurance contracts; and
(xviii) all rights under any Contracts except to the extent specified in SECTION 2.5.
(b) Notwithstanding the foregoing, the Purchased Assets shall not include any of the following (the "Excluded Assets"):
(i) cash in an amount not to exceed $4,142,778;
(ii) the corporate seals, Charter Documents, minute books, stock books, tax returns, books of account or other records having to do with the corporate organization of the Seller;
(iii) the rights that accrue or will accrue to the Seller under this Agreement; or
(iv) the Excluded Assets specified on SCHEDULE 2.1(B).
Agreement to Sell and Purchase. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the “Property”):
(a) the Land;
(b) the Improvements;
(c) all of Seller’s right, title and interest in and to the Leases, any guaranties of the Leases and the Security Deposits;
(d) the Personal Property; and
(e) the Intangible Property.
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price of $___ per $1,000 principal amount, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (or such aggregate principal amount of Firm Notes as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company all or any portion of the Option Notes at the purchase price set forth above plus accrued interest upon delivery to the Company of the notice hereinafter referred to. Option Notes may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. If any Option Notes are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the aggregate principal amount of Option Notes which bears the same proportion to the total aggregate principal amount of Option Notes to be purchased from the Company as the aggregate principal amount of Firm Notes set forth opposite such Underwriter's name in Schedule I (or such aggregate principal amount of Firm Notes increased pursuant to the terms set forth in Section 9 hereof) bears to the total aggregate principal amount of Firm Notes.
Agreement to Sell and Purchase. The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, the Property, upon the terms and for the consideration set forth in this Agreement.
