Terms of Purchase and Sale of the Shares Sample Clauses

Terms of Purchase and Sale of the Shares. The closing of the transactions contemplated hereby (the "Closing") shall take place on the fifth full business day after the Notice Date (as such term is defined in that certain Placement Agent Agreement dated June 20, 2003 (the "Placement Agent Agreement"), by and between the Company and the Placement Agent), at the offices of Sanders Morris Haxxxx Xnc. (xxx "Xxxxxment Agent"), or at such other time and place as the Company and the Placement Agent may agree upon. Contemporaneously with the delivery of this Agreement, the Investor shall deliver to Sterling Bank (the "Escrow Agent") the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Investor by the Company. At the Closing, the Escrow Agent shall deliver to the Company the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Escrow Agent by the Company, and the Company shall deliver to the Investor a certificate, registered in the name of the Investor, representing the Shares. Notwithstanding any provision to the contrary herein, the obligations of the Company and Investor hereunder are subject to the Company's receipt of aggregate subscriptions for a minimum of $8,000,000 in aggregate proceeds for shares of Common Stock on or prior to June 30, 2003 (or such earlier closing date as may be agreed by the Company and the Placement Agent), which date may be extended by the Company and the Placement Agent pursuant to the terms of the Placement Agent Agreement.
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Terms of Purchase and Sale of the Shares. (a) The closing of the transactions contemplated hereby (the "Closing") shall take place on January 28, 2005, at the offices of Robinson & Cole LLP, or at sucx xxxxx timx xxd place as the Company and the Investor may agree upon. Contemporaneously with the delivery of this Agreement, the Investor shall deliver to the Company the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Investor by the Company. At the Closing, the Company will instruct the Company's transfer agent to deliver to the Investor a certificate, registered in the name of the Investor, representing the Shares. The Investor understands that the Shares will not be registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any U.S. state or foreign country. The Investor also understands that, in order to assure that the sale of the Shares to the Investor will be exempt from registration under the Act and applicable state securities laws, the Investor must meet certain financial prerequisites and must have such knowledge and experience in financial and business matters so as to be able to evaluate the risks and merits of an investment in the Shares.
Sample 1
Terms of Purchase and Sale of the Shares. The closing of the transactions contemplated hereby (the "Closing") shall take place at such time and place as the Investor and the Company may agree upon; provided, however, that in no event shall the Closing take place later than March 31, 2003. Contemporaneously with the delivery of this Agreement, the Investor shall deliver to the Company the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Investor by the Company. At the Closing, the Company shall deliver to the Investor a certificate, registered in the name of the Investor, representing the Shares.
Sample 1
Terms of Purchase and Sale of the Shares. The closing of the transactions contemplated hereby (the "Closing") shall take place immediately following the execution of this agreement at the offices of Sanders Morris Harris Inc., xx xx xucx xxxxx xxxx and place as the parties may agree upon. At the Closing, the Investor shall deliver to the Company $___________ by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Investor by the Company, and the Company shall deliver to the Investor a certificate, registered in the name of the Investor, representing _________ shares of Common Stock. At the Closing, the Company shall accept subscriptions for a minimum of 500,000 shares of Common Stock at a purchase price of $8.00 per share.
Sample 1
Terms of Purchase and Sale of the Shares. The closing of the transactions contemplated hereby (the "Closing") shall take place prior to March 31, 2003, at the offices of Wxxxxxx, Exxxx & Cxxxxxx, Inc. (the "Placement Agent"), or at such other time and place as the Company and the Placement Agent may agree upon. The Offering may be extended until not later than April 30, 2003. Contemporaneously with the delivery of this Agreement, the Investor shall deliver to the Placement Agent the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Investor by the Company. At the Closing, the Placement Agent shall deliver to the Company the Purchase Price by wire transfer of immediately available funds pursuant to wire transfer instructions given to the Placement Agent by the Company, and the Company shall deliver to the Investor a certificate, registered in the name of the Investor, representing the Shares. The Investor understands that the Shares will not be registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any U.S. state or foreign country. The Investor also understands that, in order to assure that the sale of the Shares to the Investor will be exempt from registration under the Act and applicable state securities laws, that the Investor must meet certain financial prerequisites and must have such knowledge and experience in financial and business matters so as to be able to evaluate the risks and merits of an investment in the Shares.
Sample 1
Terms of Purchase and Sale of the Shares 
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Related to Terms of Purchase and Sale of the Shares

  • Terms of Purchase and Sale The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

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