Agreement to Purchase and Sell Purchase Shares Sample Clauses

Agreement to Purchase and Sell Purchase Shares. On the terms and subject to the conditions contained in this Agreement, each Purchaser shall purchase from Seller, and Seller shall sell to each Purchaser, the number of Purchase Shares set forth opposite the name of such Purchaser on Schedule 1.1 hereto, which Purchase Shares shall upon such sale be fully paid and non-assessable and free and clear of all liens, encumbrances, proxies, voting trusts, voting agreements, adverse claims, contractual restrictions on transfer or any other charges (collectively, the "CLAIMS"), except for the restrictions imposed by the Shareholders Agreement, to be dated as of the Closing Date (as hereinafter defined), among Purchasers, Seller, and the Company (the "NEW SHAREHOLDERS AGREEMENT").
Sample 1Sample 2
AutoNDA by SimpleDocs
Agreement to Purchase and Sell Purchase Shares. On the terms and ---------------------------------------------- subject to the conditions contained in this Agreement, each Purchaser shall purchase from Seller, and Seller shall sell to each Purchaser, the number of Purchase Shares set forth opposite the name of such Purchaser on Schedule 1.1 ------------ hereto, which Purchase Shares shall upon such sale be fully paid and non-assessable and free and clear of all liens, encumbrances, proxies, voting trusts, voting agreements, adverse claims, contractual restrictions on transfer or any other charges (collectively, the "Claims"), except for the restrictions ------ imposed by the Shareholders Agreement, to be dated as of the Closing Date (as hereinafter defined), among Purchasers, Seller, and the Company (the "New --- Shareholders Agreement"). ------------ ---------
Sample 1

Related to Agreement to Purchase and Sell Purchase Shares

  • 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.

  • 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.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • 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:

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.