Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $15.00
Sale and Purchase of Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of % of the principal amount thereof, plus accrued interest, if any, from , 20 to the Closing Time, the principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject to, in each case, such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.
Sale and Purchase of Securities a. Notwithstanding anything to the contrary contained herein, Escrower shall have the right to sell the Securities or any part thereof but only if all of the following conditions are satisfied:
(i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell order;
(ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or in an underwritten securities offering; and
(iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement.
b. Escrower shall have the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied:
(i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order;
(ii) The purchase is a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ;
(iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and
(iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreement.
Sale and Purchase of Securities. (a) At the Closing provided for in Section 2.02(d), subject to the terms and conditions of this Agreement, the Issuer will issue and sell to the Class A Holders indicated on Schedule 2.02, free and clear of any and all Liens, and each such Class A Holder will purchase from the Issuer, Class A Notes in the principal amount specified opposite such Class A Holder’s name on Schedule 2.02(a), at a purchase price specified for such Class A Notes opposite such Class A Holder’s name on Schedule 2.02.
(b) At the Closing provided for in Section 2.02(d), in partial payment of the purchase price under the Various Acquisition Agreement, subject to the terms and conditions of this Agreement, the Issuer will issue to the Class B Holders indicated on Schedule 2.02(b), free and clear of any and all Liens, Class B Notes in the principal amount specified opposite such Class B Holder’s name on Schedule 2.02(b).
(c) At the Closing provided for in Section 2.02(d), subject to the terms and conditions of this Agreement, PMGI will issue and sell to each Holder indicated on Schedule 2.02(a) and Schedule 2.02(b), free and clear of any and all Liens, and each such Holder will acquire from PMGI, Warrants to purchase 327.24 shares of PMGI Voting Common Stock for each $1,000 in principal amount of Notes issued to such Holder, which shall be the number of shares of PMGI Voting Common Stock specified opposite such Holder’s name on Schedule 2.02(a) and Schedule 2.02(b), for the consideration specified for such Warrants opposite such Holder’s name on Schedule 2.02(a) and Schedule 2.02(b), as the case may be.
(d) The sale and purchase of the Securities shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, at 7:00 a.m., pacific time, at a closing (the “Closing”) on December 6, 2007 or at such time or on such other Business Day thereafter as may be agreed upon by the Issuer and the Holders. At the Closing, the Issuer will deliver to the Holders the Notes to be purchased by the Holders in denominations of at least $100,000 and PMGI will deliver to the Holders the Warrants, each dated the date of the Closing and registered in the name of the applicable Holder (or in the name of such Holder’s nominee), against delivery by the Holders to the Issuer and PMGI, as applicable, or its respective order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer and PMGI, as applicable, to an account specified ...
Sale and Purchase of Securities. The Company will issue to you as consideration under the Asset Purchase Agreement and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein and in the other Operative Documents, you will accept from the Company, at the Closing specified in section 4, such Securities as are specified on that portion of Schedule I attached hereto as is applicable to you.
Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, 23,342 shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price of $2.04 per share, for an aggregate purchase price of $47,617.68. The Seller and the Purchaser each acknowledge and agree that the per share purchase price for the Shares has been determined in accordance with the Buy-Sell Agreement and that such purchase price represents a fair value of the Shares.
Sale and Purchase of Securities. Upon the terms and subject to the conditions set forth herein, at the Closing, the Seller shall sell and transfer to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, all of the Seller’s right, title and interest to the Subject Securities, free and clear of all Liens, in exchange for the payment by the Purchaser to the Seller of the Purchase Price.
Sale and Purchase of Securities. In reliance upon the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Seller shall sell to the Purchaser 50,000 shares of Common Stock of 1606 Corp. (the “Company”) with standard restrictive legend (the “Shares”) in exchange for $25,000.
Sale and Purchase of Securities. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 3.1 hereof), the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Company for the Purchase Price (as defined in Section 2.1 hereof) (i) 11% Senior Subordinated Secured Convertible Promissory Notes in the aggregate principal amount of $200,000 (the “Notes”) and (ii) warrants to purchase Two Hundred Thousand (200,000) shares (subject to adjustment as described therein), of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $0.30 per share (subject to adjustment as described therein), of the Company’s Common Stock (each a “Warrant” and collectively the “Warrants”). The Notes and Warrants shall hereinafter sometimes be collectively referred to as the “Securities.” The names, addresses and principal amount of Notes purchased and Warrants received by the Purchaser shall be set forth on Schedule 1.1 hereto.
Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, the number of Preferred Shares set forth opposite such Purchaser's name in Schedule A hereto, at the purchase price set forth opposite such Purchaser's name in Schedule A hereto.
