First Purchase Clause Samples
The "First Purchase" clause defines the terms and conditions under which a buyer makes their initial acquisition of goods or services from a seller. Typically, this clause outlines the specific requirements, pricing, and delivery obligations that apply to the first transaction, which may differ from subsequent purchases. For example, it might specify a minimum order quantity or special introductory pricing for the first order. The core function of this clause is to set clear expectations for both parties regarding the initial transaction, thereby reducing misunderstandings and establishing a foundation for the business relationship.
First Purchase. On the Closing Date:
(a) The Purchaser shall have received from the Company the following documents:
(i) a good standing certificate of the Company issued by the Secretary of State of Maryland and the Secretary of State of each state in which the Company owns any property, except for any state in which the failure of the Company to be in good standing will not have a Material Adverse Effect;
(ii) Articles of Incorporation of the Company, and all amendments and supplements thereto, certified by the Maryland Secretary of State;
(iii) Bylaws of the Company, as amended, certified as true and correct by a Responsible Officer of the Company; and
(iv) the resolutions adopted by the Board of Directors of the Company authorizing its execution, delivery and performance of its obligations under this Agreement, certified by the Secretary of the Company.
(b) The Purchaser shall have received an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or other counsel to the Company reasonably satisfactory to Purchaser dated the Closing Date in form and substance reasonably satisfactory to Purchaser addressing the matters set forth in Exhibit D hereto.
(c) The Purchaser and the Company shall have entered into the Registration Rights Agreement.
First Purchase. At any time during the first eighteen (18) months following the Effective Date (the date of such 18-month anniversary, the “First Purchase Date”, and such eighteen-month period, the “First Purchase Period”), Bridger (or an affiliate thereof) shall have the right, but not the obligation, to purchase both (and only both unless mutually agreed by the Parties) of Aircraft 1 and Aircraft 2 from Owner (the “First Purchase”) for aggregate consideration equal to $40,000,000, by delivery of an irrevocable written notice to Owner on or prior to the First Purchase Date (a “First Purchase Election Notice”). If ▇▇▇▇▇▇▇ fails to deliver a First Purchase Election Notice in accordance with this Section 3.1, all of its rights with respect to each of the First Purchase and the Second Purchase shall terminate, unless otherwise mutually agreed upon by the Parties.
First Purchase. At the First Closing, ViroPharma will sell -------------- to AHPC and AHPC will purchase from ViroPharma that whole number of shares (rounded down to the nearest share) of Common Stock (the "First Shares") determined by dividing Three Million Dollars ($3,000,000) (the "First Purchase Price") by an amount equal to *******************of the Deemed Market Price. For the purposes of this Section 2, the "Deemed Market Price" shall be equal to (a) the average of the last reported sale price of such stock (regular way) as reported on the principal national securities exchange on which ViroPharma's Common Stock is listed or admitted to trading or (b) if ViroPharma's Common Stock is not listed or admitted to trading on any national securities exchange, the average of the closing sales prices of ViroPharma's Common Stock, as reported by Nasdaq, in either case for those days on which ViroPharma's Common Stock was traded during the twenty (20) trading days ending on the trading day prior to the fifth business day immediately preceding the applicable Closing Date (the "Look-back Period"); provided that, if none of ViroPharma's Common Stock is traded during the Look-back Period, or if on such Closing Date the shares of Common Stock are not reported on a national securities exchange or quoted by Nasdaq, then the Deemed Market Price for a share of Common Stock shall be the fair market value of such share as determined in good faith by the Board of Directors of the Company.
First Purchase. Purchaser shall use the proceeds of the first Purchase, to the extent necessary, to pay all outstanding amounts owed to Corporate Receivables Corporation in order to effect the repurchase of the Receivables existing on the date of such Purchase from Corporate Receivables Corporation pursuant to the Repurchase Agreement.
First Purchase. At the First Closing (as defined herein), upon the terms and subject to the conditions hereinafter set forth, the Corporation will sell to the Purchaser and the Purchaser shall purchase from the Corporation, one million newly-issued shares of Convertible Preferred Stock at a purchase price of $10.00 per share and $10,000,000 in the aggregate.