Purchase of Company Sample Clauses

Purchase of Company. Car ----------------------- The Company shall permit the Executive during the Option Election Period to purchase any Company automobile the Company was providing for the Executive's use at the time notice of termination was given. The purchase price shall be the book or wholesale value of such automobile at such time, whichever is lower.
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Purchase of Company. The Parties acknowledge that as the Company is the successor to Xxxxxxx’x former business and that Xxxxxxx is director, President, and CEO of the Company and that as such she has full access to all books, and records of the Company. Buyer is acquiring the Company “as is” subject only to the representations and warranties of Seller and Stockholder set forth in this Agreement, the indemnification obligations set forth in Article 7 hereof, and such other express undertakings as are set forth in this Agreement.
Sample 1
Purchase of Company. In the event that there shall be made a bona fide offer to purchase (the "Purchase Offer") the Company as a going concern (whether effected by purchase of assets, purchase of stock or merger) by any entity (whether or not affiliated with the Company or with either of the Shareholders), and the Proposing Shareholder (as defined below) desires to accept such offer, but one or more other Shareholders (the "Declining Shareholder(s)") do not desire to accept such offer, then, in any such event, the Proposing Shareholder shall so notify the Declining Shareholder(s), and shall, upon such notice be deemed to have given, as of the date of such notice, an offer notice pursuant to Section 2 of this Article II to the Declining Shareholder(s), the terms of such offer notice being deemed to be the terms of the Purchase Offer, applied pro rata in accordance with the number of Shares owned by each Shareholder. Accordingly, the Declining Shareholder(s) shall thereupon have the right to purchase all but not some of the Shares of the Proposing Shareholder(s) and all other Shareholders that desired to accept the Purchase Offer (together with the Proposing Shareholder, the "Accepting Shareholders") on the same terms and conditions as the Purchase Offer, applied pro rata to the number of shares owned by each such Shareholder, in accordance with the terms and conditions of Section 2 of this Article II, which terms and conditions shall be deemed incorporated herein in their entirety, including, without limitation, any exemptions and exceptions therein specified. If more than one of the Declining Shareholders desires to purchase the Shares of the Accepting Shareholders, then each such Declining Shareholder shall have the right to purchase the Shares of the Accepting Shareholders in the proportion that the number of shares owned by such Declining Shareholder bears to the total number of Shares owned by all Declining Shareholders desiring to purchase the Shares of the Accepting Shareholders. Notwithstanding the foregoing, however, and for purposes of this Section 5 only, in the event that the Declining Shareholder(s) decline to purchase all of the Accepting Shareholders Shares on such terms and conditions, the Declining Shareholder shall, upon rejection of such purchase or upon the expiration of the thirty-day period referred to in Section 2 of this Article III, be deemed to have accepted the Purchase Offer, and the Shareholders shall thereupon take such steps as may be appropriate ...
Sample 1
Purchase of Company. Common Stock in the Offer. Merger Sub shall have irrevocably accepted for payment all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (including pursuant to any “subsequent offering period” provided by Merger Sub pursuant to this Agreement).
Sample 1
Purchase of Company. At the closing (the "Closing"), subject to the satisfaction of all conditions precedent contained in the Purchase Agreement (as defined in Section 3), the Purchaser will purchase from the Seller and the Seller will sell to the Purchaser, all of the outstanding ownership interests of the Company, free and clear of any liens, charges, restrictions or encumbrances thereon (the "Seller Shares").
Sample 1

Related to Purchase of Company

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

  • Purchase of Firm Units On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.45

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Purchase of Firm Securities On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company, the Units, at a purchase price (the “Purchase Price”) (prior to discount and commissions) of $[ ] per Unit (or $[ ] per Unit net of discount and commissions).

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

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