Purchase and Sale of Common Shares. Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.
Purchase and Sale of Common Shares. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).
(b) The Purchaser shall purchase the Purchased Shares and pay the Share Purchase Price on the Closing Date, by wire transfer of immediately available funds to an account designated in writing by the Company. The Purchased Shares shall be issued to the Purchaser on Closing by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Company’s transfer agent containing notations of the legends contemplated by this Agreement, together with delivery of an ownership statement to the Purchaser; and (B) the deposit of a certificate evidencing the Purchased Shares to The Canadian Depository for Securities Limited as depository, bearing a restricted CUSIP designation referencing the legends contemplated by this Agreement, for credit to the participant and brokerage account of the Purchaser, as directed by the Purchaser; or (ii) physical delivery of a certificate representing the Purchased Shares registered in the name of the Purchaser or in such other name as the Purchaser shall notify the Company in writing not less than one Business Day prior to the Closing.
Purchase and Sale of Common Shares. Subject to the terms and conditions set forth herein, the Company may issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Five Million Dollars ($5,000,000).
Purchase and Sale of Common Shares. As of the Effective Date, the Company hereby sells to Purchaser, and Purchaser hereby purchases from the Company, Three Thousand (3,000) shares (each, a “Share” and collectively, the “Shares”) of the Company’s Common Stock at a purchase price of $0.01 per Share, for a total purchase price of Thirty Dollars ($30.00) (the “Purchase Price”). All the Shares will be subject to this Agreement and the restrictions contained herein.
Purchase and Sale of Common Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company, 1,408,847 Common Shares (the “Purchased Shares”), for the Aggregate Purchase Price.
Purchase and Sale of Common Shares. Upon the terms and conditions contained herein, the Company shall issue and sell to the Purchaser and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Purchaser shall purchase from the Company 4,646,408 shares of Common Stock of the Company (the "Purchase Shares") at a price of $1.07610 per share or $5,000,000 in the aggregate.
Purchase and Sale of Common Shares. Subject to the terms and conditions herein set forth, Cogenco agrees to issue and sell to Purchaser, and Purchaser agrees to subscribe for and take up, at the Closing, the Purchased Shares.
Purchase and Sale of Common Shares. (a) Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (the “Closing”).
Purchase and Sale of Common Shares. At the Closing, subject to the terms of this Agreement and the satisfaction or waiver of the conditions set forth in Articles VI and VII hereof, the Company will issue and sell to each Investor, and each Investor will (on a several and not a joint basis) purchase from the Company, the number of Common Shares set forth beneath such Investor's name on the signature pages hereof.
Purchase and Sale of Common Shares. (a) Subject to the terms and conditions hereof, on the Sale Closing Date (as defined herein) the Company shall issue to the Cash Investor, and the Cash Investor shall purchase from the Company, 865,214 Common Shares for the aggregate cash consideration of $21,630,350. The per share purchase price of such Common Shares is $25.00.
(b) Subject to the terms and conditions hereof, on the Exchange Closing Date (as defined herein) the Company shall issue to the Exchange Investor, and the Exchange Investor shall purchase from the Company, 472,803 Common Shares (the "Exchange Shares") in exchange for an aggregate of 11,365,458 --------------- shares of common stock, par value $.000l per share ("Target Common Stock"), of ------------------- KENETECH Corporation, a Delaware corporation ("Target"). The value per share of ------ such shares of Target Common Stock transferred by the Exchange Investor to the Company is $1.04.
(c) Against the delivery by each Investor of the consideration set forth herein or opposite such Investor's name on Schedule I, as the case may be, ---------- the Company shall effect the issuances and sales referred to in Sections 2(a) and 2(b) above by executing and delivering to each Investor duly executed certificates evidencing the Common Shares subscribed to by each such Investor, each certificate duly registered in such Investor's name. Any cash payment to be made by the Cash Investor shall be made by wire transfer.
(d) The closing of the sale of the Common Shares to the Cash Investor (the "Closing") shall take place one business day after the date on which KC ------- Merger Corp., a Delaware corporation ("Merger Sub"), a wholly owned subsidiary ---------- of the Company, shall have accepted for payment the shares of Target Common Stock tendered in the Offer (as defined in that certain Agreement and Plan of Merger, entered into as of the date hereof, by and among the Company, Merger Sub and Target (the "Merger Agreement")). The closing of the exchange by the ---------------- Exchange Investor of Target Common Stock for Exchange Shares (the "Exchange -------- Closing") shall take place at such time on date mutually agreed upon by the ------- Company and the Exchange Investor but in no event later than December 28, 2000. The Company will immediately contribute to Merger Sub: (i) the proceeds from the sale of the Common Shares to the Cash Investor, who shall immediately deposit such funds with the depository in order to fund the purchase of the ...
