Agreement to Purchase and Sell at the Closing Sample Clauses

Agreement to Purchase and Sell at the Closing. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey, and deliver to the Purchasers, and the Purchasers shall accept and purchase, the Shares and any and all rights in the Shares to which Sellers are entitled, and by doing so Sellers shall be deemed to have assigned all of their rights, title and interest in and to the Shares to the Purchasers. Such sale of the Shares shall be evidenced by stock certificates, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer in form and substance satisfactory to the Purchasers.
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Agreement to Purchase and Sell at the Closing. Subject to the --------------------------------------------- terms and conditions hereof, on the Closing Date (as defined below), the Company will issue and sell to each Investor and each Investor will purchase that number of shares of Series D Preferred Stock (the "Shares") as is set forth opposite ------ that Investors name on Exhibit A hereto, at a price of $38.576 per share, for an --------- aggregate purchase price paid by all Investors of $20,000,074. The purchase price for the Shares being purchased by each Investor shall be paid by such Investor by wire transfer of funds to a designated account of the Company, provided that wire transfer instructions are delivered to each Investor at least one (1) business day prior to the Closing.
Sample 1
Agreement to Purchase and Sell at the Closing. Subject to the --------------------------------------------- terms and conditions hereof, on the date of the Closing, the Company will issue and sell to the Investor, and the Investor agrees to purchase from the Company, an aggregate of 67,659 shares of Series B-1 Preferred (the "Shares") at a price of $5.173 per share for an aggregate purchase price of $350,000.01 The purchase price for the Shares shall be paid by wire transfer of funds to a designated account of the Company, provided that wire transfer instructions are delivered to the Investor at least one (1) business day prior to the Closing.
Sample 1
Agreement to Purchase and Sell at the Closing. The Company hereby agrees to issue and sell to the Buyer, and the Buyer, in reliance upon the representations, warranties, covenants and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement, hereby agrees to purchase from the Company, at the Closing, an aggregate of 14,400 Series A Preferred Shares at a price per share of $250.00, for an aggregate purchase price of $3,600,000 (the “Purchase Price”). Each Series A Preferred Share shall be convertible into 294.12 Common Shares, subject to adjustment as described herein and in the Certificate of Designation.
Sample 1
Agreement to Purchase and Sell at the Closing. The Company hereby agrees to issue and sell to the Purchaser, and the Purchaser, in reliance upon the representations, warranties, covenants and agreements of the Company contained herein, and subject to the terms and conditions of this Agreement, hereby agrees to purchase from the Company on the Initial Closing Date the Initial Restricted Shares at a price per share of $0.50 (the “Restricted Share Price”). In addition, the Company hereby agrees to issue and sell to the Purchaser and the Purchaser hereby agrees to purchase from the Company at the Second Closing the Secondary Restricted Shares at a price per share equal to the Restricted Share Price. On the Closing, the Purchaser shall pay a portion of the Restricted Share Price equal to $0.001 per Restricted Share. The Purchaser hereby agrees to pay the Company an amount per Restricted Share equal to the difference (the “Final Payment Per Restricted Share”) between the Restricted Share Price and $.001 on the earlier of (i) the Maturity Date (as defined in the Loan Agreement) by application of the principal of the Loan as provided in Section 3.1 of the Loan Agreement, (ii) the date on which the Purchaser receives the Change of Control Payment (as defined in the Loan Agreement), and (iii) upon any prepayment under Section 3.1 of the Loan Agreement. The aggregate amount of the Final Payment Per Restricted Share shall be equal to the product of (i) the number of Restricted Shares to be delivered to the Purchaser on such earlier date (or on any other applicable date on which the Restricted Shares are delivered t the Purchaser) pursuant to the terms and conditions of the Loan Agreement, and (ii) the Final Payment Per Restricted Share.
Sample 1
Agreement to Purchase and Sell at the Closing. Subject to the terms and conditions of this Agreement, at the Closing (hereafter defined),
Sample 1

Related to Agreement to Purchase and Sell at the Closing

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Deliveries at the Closing At the Closing:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers' obligations to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, (i) each Seller agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Seller's name in Schedule II hereto and (ii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $71.00 (the "Purchase Price") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) each Seller agrees, severally and not jointly, to sell the Additional Shares set forth opposite such Seller's name in Schedule II hereto and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to 1,800,000 Additional Shares from the Sellers at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Sellers within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Sellers the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Sellers as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each of the Sellers agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the transactions described in clause (i) or (ii) is to be settled by the delivery of Common Stock, or such other securities, in cash or otherwise), except to the Underwriters pursuant to this Agreement, for a period of 180 days after the date of the Closing Date (as defined below) without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and the Company, which consent the Company may withhold in its sole discretion. Each Seller agrees that, for a period of 180 days after the date of the Prospectus without the prior written consent of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, it will not make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. Each Seller shall, prior to or concurrently with the execution of this Agreement, deliver an agreement executed by such Seller to the effect that such person will not, during the period commencing on the date such person signs such agreement and ending 180 days after the date of the Prospectus, without the prior written consent of Xxxxxxxxx, Lufkin & Xxxxxxxx Corporation, (A) engage in any of the transactions described in the first sentence of this paragraph or (B) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; provided, that any such agreement shall not relieve any other obligation such Seller otherwise has to the Company.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

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