Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to each Investor, and each Investor shall purchase and acquire from the Company, the Notes with the applicable principal amount set forth opposite such Investor’s name under Schedule I hereto for a purchase price equal to the principal amount of the Notes (the “Purchase Price”). The obligations of each Investor to purchase its portion of the Notes are several and not joint.
Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, the Company shall issue and sell to each Purchaser, severally and not jointly, and such Purchaser shall purchase and acquire from the Company, severally and not jointly, the applicable principal amount of Notes at the Closing listed opposite such Purchaser’s name on Schedule 1 hereto at the applicable purchase price listed opposite such Purchaser’s name on Schedule 1 hereto (such price, the “Purchase Price”). In no event shall any one Purchaser be liable for the purchase and acquisition of the Notes of any other Purchaser.
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, each Note in the principal amount specified opposite each Purchaser's name in Schedule A at the purchase price of 100% of the principal amount thereof. 3.
Sale and Purchase of the Notes. 7 Section 2.01. Sale and Purchase of the Notes 7 Section 2.02. Closing 7
Sale and Purchase of the Notes. On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $376,904.00 (the “Purchase Price”).
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, the Issuer agrees to purchase from the Holder, and the Holder agrees to sell to the Issuer, the Notes (the “Transaction”) at an aggregate purchase price of Three Million and Sixty Thousand Dollars and No Cents ($3,060,000), plus accrued and unpaid interest thereon in the amount of Seventy Seven Thousand and One Hundred and Eighty Seven Dollars and Fifty Cents ($77,187.50) (collectively, the “Purchase Price”). The purchase and sale of the Notes shall take place as of 5:00 p.m., New York City time, on May 15, 2014 (the “Trade Date”). Upon receipt by the Holder of the Purchase Price, the Issuer shall become the legal and beneficial owner of the Notes and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Notes. The Holder hereby agrees that upon the settlement of the Transaction pursuant to Section 7 below, the Notes shall be cancelled and the Issuer shall have no further obligation to the Holder thereunder.
Sale and Purchase of the Notes. 13 Section 2.01 Sale and Purchase of the Notes 13 Section 2.02 Closing 13 Section 2.03 Certain Funds Period 15 Section 2.04 Termination 16 ARTICLE III. REPRESENTATIONS AND WARRANTIES 17 Section 3.01 Representations and Warranties of the Company 17 Section 3.02 Representations and Warranties of each Purchaser 23 ARTICLE IV. ADDITIONAL AGREEMENTS 26 Section 4.01 Taking of Necessary Action 26 Section 4.02 Restricted Period; No Transfer 26 Section 4.03 Standstill 28 Section 4.04 Securities Laws 30 Section 4.05 Lost, Stolen, Destroyed or Mutilated Securities 30 Section 4.06 Antitrust & Foreign Investment Approval 31 Section 4.07 Board Nomination Rights; Committees 31 Section 4.08 Bid Management 36 Section 4.09 Financing Cooperation 37 Section 4.10 Certain Tax Matters 38 Section 4.11 Section 16 Matters 39 Section 4.12 D&O Indemnification / Insurance Priority Matters 39 Section 4.13 Conversion Price Matters 40 Section 4.14 Other Matters 40 Section 4.15 Indemnification 40 Section 4.16 Par Value 42 Section 4.17 Indenture Matters 42 Section 4.18 Conduct of Business 42 Section 4.19 Other Cooperation 42 Section 4.20 Use of Proceeds and Settlement of Target Shares 43 Section 4.21 Exchange Listing 43 Section 4.22 Anti-Takeover Provisions 43 Section 4.23 Board of Directors 43 Section 4.24 Convertibility 43 Section 4.25 Amendments 43 Section 4.26 Trustee 44 Section 4.27 Target Matters 44 ARTICLE V. REGISTRATION RIGHTS 44 Section 5.01 Registration Statement 44 Section 5.02 Registration Limitations and Obligations 45 Section 5.03 Company Registration 48 Section 5.04 Registration Procedures 48 Section 5.05 Expenses 51 Section 5.06 Registration Indemnification 51 Section 5.07 Facilitation of Sales Pursuant to Rule 144 54 Section 5.08 Other Registration Rights 54 ARTICLE VI. MISCELLANEOUS 54 Section 6.01 Survival of Representations and Warranties 54 Section 6.02 Notices 54 Section 6.03 Entire Agreement; Third Party Beneficiaries; Amendment 55 Section 6.04 Counterparts 56 Section 6.05 Public Announcements 56 Section 6.06 Expenses 56 Section 6.07 Successors and Assigns 56 Section 6.08 Governing Law; Jurisdiction; Waiver of Jury Trial 57 Section 6.09 Severability 58 Section 6.10 Specific Performance 58 Section 6.11 Headings 58 Section 6.12 Non-Recourse; Several Liability 58 Section 6.13 Competing Financing 59 Section 6.14 Non-Reliance 59 Section 6.15 Qualifying Spin-Off; Acquisition 60 Exhibit A: Form of Note Exhibit B: Form of Indenture Exhibit C: Form of Joinder Exhibit E: Co-o...
Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, on or prior to the Termination Date, the Company will issue and sell to each of the Purchasers and each of the Purchasers will purchase from the Company, at the Closing provided for in Section 2.3, the Notes in the principal amounts and for the portion of the Purchase Price as set forth in Schedule 2.2 hereto.
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company for the Purchase Price, (i) three hundred million dollars ($300,000,000) aggregate principal amount of Notes less (ii) the aggregate principal amount of the Purchased Notes (as defined in the Note Purchase Agreement) to the extent such Purchased Notes are acquired by LinkedIn on or prior to the Closing Date.
Sale and Purchase of the Notes. On the terms and subject to the conditions contained in this Agreement, (a) the Seller is selling, conveying, transferring and assigning to the Purchaser, and the Purchaser is acquiring from the Seller, the Notes and (b) the Purchaser is issuing to the Seller as consideration for the sale, conveyance, transfer and assignment of the Notes an aggregate amount of 6,000,000 shares of Common Stock (the "Shares"). At the closing, the Seller shall cause the Notes to be transferred electronically to The Depository Trust Company to be delivered to the Purchaser for cancellation, and the Purchaser shall deliver the Shares electronically to The Depository Company for the account of the Seller's behalf via the Deposit and Withdrawal at Custodian system registered in the amounts and in such names as the Seller shall have previously designated. The payment of interest on the Notes accrued through the date of this Agreement will be made to the Seller on the earlier to occur of April 1, 2004, that date being the next regularly scheduled interest payment date for the Senior Subordinated Notes, or the date on which the Purchaser completes the refinancing of its senior credit facility substantially in the form set forth in Schedule 5.9 attached hereto.
