Agreement to Sell and Purchase the Securities; Placement Agent Sample Clauses

Agreement to Sell and Purchase the Securities; Placement Agent. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Securities set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page.
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Agreement to Sell and Purchase the Securities; Placement Agent. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company proposes to issue and sell to the Purchaser, and the Purchaser, agrees to purchase, the [•]% Convertible Notes due 2026 (the “New Notes”) in the aggregate principal amount set forth on such Purchaser’s signature page to this Agreement at the aggregate purchase price (the “Cash Purchase Price”) determined as set forth in Exhibit C.2. The Company intends to enter into separately negotiated agreements similar to this Agreement with certain other investors (the “Other Purchasers”) and expects to complete sales of Securities to them, and the Company also separately intends to enter into agreements with certain Holders of Old Notes (the “Exchanging Holders”) to complete exchanges of Old Notes for New Notes and cash consideration pursuant to the terms of the Exchange (the “Exchange Agreements”). The Securities are to be issued under an indenture (the “New Notes Indenture”) in substantially the form attached hereto as Exhibit D to be dated as of the Settlement Date (as defined below) by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Securities will be convertible into cash, Common Stock (the shares of Common Stock underlying the Securities, the “Conversion Shares”) or a combination thereof, at the Company’s election, on the terms and conditions set forth in the New Notes Indenture. The Securities will be (i) offered and sold to the Purchasers and (ii) issued to the Exchanging Holders in the Exchange in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The description of the Securities is qualified in its entirety by reference to the terms of the New Notes Indenture. The Purchaser acknowledges that, pursuant to an agreement between the Company and X. Xxxx Capital Advisors LLC (the “Placement Agent”) dated as of April 3, 2019, and as amended on April 27, 2021 (the “Letter Agreement”), the Company intends to pay the Placement Agent a fee in respect of the Transactions, which may be paid in cash or by the issuance of Common Stock to the Placement Agent.
Sample 1
Agreement to Sell and Purchase the Securities; Placement Agent. 1. Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as defined in Section C(1)), the Company will sell to the Investor, and the Investor will purchase from the Company, the Purchased Securities at the purchase price set forth on such signature page.
Sample 1
Agreement to Sell and Purchase the Securities; Placement Agent. 2.1 At the Closing (as defined in SECTION 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares and Warrants set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as ANNEX I (the "SIGNATURE PAGE") for the aggregate purchase price therefor set forth on the Signature Page.
Sample 1

Related to Agreement to Sell and Purchase the Securities; Placement Agent

  • 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:

  • 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.

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Agreements to Sell and Purchase Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[______] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as Xxxxxx Xxxxxxx may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter 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, the Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [_______________] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Sellers not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • 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.

  • Purchase and Resale of the Securities (a) The Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, 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 from the Company the respective principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 98.50% of the principal amount thereof plus accrued interest, if any, from June 7, 2018 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

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