Buyers. 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.
Buyers. NAME OF BUYER: Sxxxxxxxx Fundamental Equity Fund LLC By: /s/ Txxxx Xxxxx Name: Txxxx Xxxxx Title: Global Director of Operations Aggregate Share Purchase Price: $235,885.30 Number of Shares to be Acquired: 115,066 Aggregate Preferred Share Purchase Price: N/A Number of Preferred Shares to be Acquired: N/A Tax ID No.: ______________________________________ Address for Notice: 400 Xxxx Xxx., 00xx Xx. Xxx Xxxx, XX 00000 Telephone No.: 500-000-0000 Facsimile No.: E-mail Address: Attention: Delivery Instructions: (if different than above) c/o JPMorgan Securities LLC Street: 4 chase Metrotech Center Fl. 3 City/State/Zip: Bxxxxxxx, XX 00000 Telephone No.: 300-000-0000 BUYERS: NAME OF BUYER: Pxxxxxx HP Master Fund By: Pxxxxxx Healthcare Partners LLC, Investment Manager By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: CFO/COO of Investment Manager Aggregate Share Purchase Price: $143,221.20 Number of Shares to be Acquired: 69,864 Aggregate Preferred Share Purchase Price: N/A Number of Preferred Shares to be Acquired: N/A Tax ID No.: Address for Notice: 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Facsimile No.: E-mail Address: Attention: Delivery Instructions: (if different than above) c/o JPMorgan Securities LLC Street: 4 chase Metrotech Center Fl. 3 City/State/Zip: Bxxxxxxx, XX 00000 Attention: Jxxxxxx Xxxx Telephone No.: 300-000-0000 SCHEDULE OF BUYERS Buyer’s Name Number of Shares Number of Preferred Shares Aggregate Purchase Price Redmile Strategic Master Fund, LP 1,701,400 2,905,600 $ 9,444,350.00 Redmile Capital Offshore II Master Fund, Ltd. 1,583,600 2,704,521 $ 8,790,648.05 Opaleye L.P. 3,000,000 — $ 6,150,000.00 Whitney Capital Series Fund LLC 115,070 — $ 235,893.50 Sxxxxxxxx Fundamental Equity Fund LLC 115,066 — $ 235,885.30 Pxxxxxx HP Master Fund 69,864 — $ 143,221.20 SCHEDULES Schedule of Buyers Schedule 3.c Capitalization Schedule 3.e No Conflicts Schedule 3.f SEC Documents; Financial Statements Schedule 3.hi Litigation Schedule 3.n Employee Relations Schedule 3.p Intellectual Property Rights Schedule 3.w Tax Status EXHIBITS Exhibit A Certificate of Designation Exhibit B Form of Registration Rights Agreement Exhibit C Form of BCLP Opinion Exhibit D Form of Lock-Up Agreement Exhibit E List of Persons Signing Lock-Up Agreements
Buyers. All references to “Buyer” in this Agreement shall refer collectively to the “Buyers” party to the Framework Agreement, each as represented for purposes of this Agreement by Rabobank, as Agent. Each such Buyer shall be deemed a party to this Agreement, and upon entry into any Transaction, each such Buyer shall acquire an undivided fractional interest in the Purchased Securities for such Transaction (pro-rata in accordance with its Undivided Funding Percentage) in accordance with Section 4.2(b) of the Framework Agreement until such Purchased Securities are repurchased by Seller pursuant to this Agreement (at which point such undivided fractional interests shall be collectively reconveyed to Seller) or otherwise disposed of hereunder. Subject to the terms and conditions of the Framework Agreement, all powers of Buyers hereunder, including the execution and delivery of Confirmations hereunder or any other matters involving consent or discretion, shall be exercised solely by Agent on behalf of such Buyers. The parties agree that any remedies to be exercised against Seller, Guarantor or the Collateral shall be exercised solely through Agent and not by any Buyer individually.
Buyers. Xxxxxx X. Xxxxxxxxxx
Buyers. KDDI may extend this Agreement for use by other Buyer Subsidiaries, Parent Companies or partners. Buyer shall not have any liability or responsibility for performance by any other purchaser electing to use this Agreement.
Buyers. Allocated Quantity shall be calculated as the Measured Quantity multiplied by Xxxxx's Scheduled Daily Quantity for the Day and divided by the total of the scheduled daily quantity for all deliveries at the Delivery Point for the Day; provided, however, that the Allocated Quantity shall not exceed Buyer's Scheduled Daily Quantity for the Day.
Buyers. Stockholders Meeting; Filing the Amended Certificate. As soon as practicable following the date of this Agreement, Buyer shall prepare and file with the Securities and Exchange Commission the Proxy Statement and shall mail the Proxy Statement to Buyer's stockholders. Buyer shall also, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Buyer's Stockholders Meeting") for the purpose of, among other things, obtaining approval of (i) the transactions contemplated in this Agreement and (ii) an amendment to Buyer's certificate of incorporation in a form reasonably agreed to by the parties hereto (the "Amended Certificate"), and, Buyer shall, through its Board of Directors, recommend to its stockholders that they approve the foregoing. The approval of the transactions contemplated in this Agreement shall require the approval of the holders of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting at which a quorum is present, excluding shares held by IHC and its Affiliates. However, notwithstanding the preceding sentence, the adoption of the Amended Certificate shall require the approval of the holders of a majority of the outstanding common stock of Buyer entitled to vote at the Buyer's Stockholders Meeting (including shares held by IHC and its Affiliates). Prior to the Closing Date, and subject to approval of the Amended Certificate by Buyer's stockholders, Buyer shall file the Amended Certificate with the Secretary of State of the State of Delaware.
Buyers. Customers who buy Impressions on the Flycast Open Network.
Buyers. Each reference to "BUYERS" set forth in the Security Agreement shall mean (i) in respect of the period from November 8, 2006 through the day immediately preceding the date hereof, the "Buyers" referenced on the Schedule of Buyers attached to the Securities Purchase Agreement prior to the date hereof and (ii) in respect of the period from and after the date hereof, the "Buyers" referenced on the Schedule of Buyers attached to the Securities Purchase Agreement, after giving effect to (A) the Second Amendment to Securities Purchase Agreement (Notes and Warrants) and First Amendment to Joinder Agreement dated as of even date hereof ("SECOND AMENDMENT") and (B) any other subsequent amendments to the Schedule of Buyers, as applicable.
