FIXED PURCHASE AND FORWARD PURCHASE TERMS Sample Clauses

FIXED PURCHASE AND FORWARD PURCHASE TERMS. 3 Section 2.1 Fixed Purchases 3 Section 2.2 Forward Purchases 4 Section 2.3 Settlement 4 Section 2.4 Beneficial Ownership Limitation 6 Section 2.5 Commitment Shares 6 Article III REPRESENTATIONS AND WARRANTIES OF THE INVESTOR 7 Section 3.1 Organization and Standing of the Investor 7 Section 3.2 Authorization and Power 7 Section 3.3 No Conflicts 7 Section 3.4 Information 8 Section 3.5 No Governmental Review 8 Section 3.6 Not an Affiliate 8 Section 3.7 No Prior Short Sales 8 Section 3.8 Statutory Underwriter Status 9 Section 3.9 Resales of Securities 9 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9 Section 4.1 Organization, Good Standing and Power 9 Section 4.2 Authorization, Enforcement 9 Section 4.3 Capitalization 9 Section 4.4 Issuance of Securities 10 Section 4.5 No Conflicts 10 Section 4.6 Commission Documents, Financial Statements 11 Section 4.7 Subsidiaries 12 Section 4.8 No Material Adverse Effect 13 Section 4.9 No Undisclosed Liabilities 13 Section 4.10 No Undisclosed Events or Circumstances 13 Section 4.11 Indebtedness 13 Section 4.12 Title To Assets 14 Section 4.13 Actions Pending 14 Section 4.14 Compliance With Law 14 Section 4.15 Certain Fees 14 Section 4.16 Operation of Business 15 Section 4.17 Environmental Compliance 16 Section 4.18 Material Agreements 16 Section 4.19 Transactions With Affiliates 17 Section 4.20 Securities Act 17 Section 4.21 Employees 19 Section 4.22 Use of Proceeds 19 Section 4.23 Investment Company Act Status 19 Section 4.24 ERISA 19 Section 4.25 Taxes 20 Section 4.26 Insurance 20 Section 4.27 U.S. Real Property Holding Corporation 20 Section 4.28 Listing and Maintenance Requirements; DTC Eligibility 20 Section 4.29 Foreign Corrupt Practices Act 21 Section 4.30 Money Laundering Laws 21 Section 4.31 OFAC 21 Section 4.32 Information Technology; Compliance with Data Privacy Laws 21 Section 4.33 Manipulation of Price 22 Section 4.34 Acknowledgement Regarding Investor’s Acquisition of Securities 22 Article V COVENANTS. 22 Section 5.1 Securities Compliance 22 Section 5.2 Registration and Listing 23 Section 5.3 Compliance with Laws 23 Section 5.5 No Frustration; No Variable Rate Transactions 24 Section 5.6 Stop Orders 25 Section 5.7 Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses 25 Section 5.8 Prospectus Delivery 26 Section 5.9 Selling Restrictions 27 Section 5.10 Effective Registration Statement 28 Section 5.11 Non-Public Information 28 Section 5.12 Broker/Dealer 28 Sectio...
Sample 1
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FIXED PURCHASE AND FORWARD PURCHASE TERMS. Subject to the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in this Agreement, the parties agree (unless otherwise mutually agreed upon by the parties in writing) as follows:
Sample 1

Related to FIXED PURCHASE AND FORWARD PURCHASE TERMS

  • PURCHASE TERMS Subject to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:

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

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • 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:

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Purchase Agreement See the introductory paragraphs hereof.

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