Future Purchases Clause Samples
The "Future Purchases" clause establishes the terms under which a party may buy additional goods or services from the other party in the future. Typically, this clause outlines whether future transactions will be governed by the same terms as the current agreement or if new negotiations are required, and may specify pricing, quantity, or notice requirements for such purchases. Its core function is to provide predictability and streamline the process for any subsequent transactions, reducing the need for renegotiation and ensuring both parties understand their rights and obligations regarding future dealings.
Future Purchases. The Trust, the Eligible Lender Trustee and the Indenture Trustee each hereby agree that, in the event of any sale or other transfer of any Financed Student Loans that are Access Loans to any third party, the Trust, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, as seller, or the Administrator acting on their behalf, (i) shall use reasonable efforts to obtain from the purchaser or transferee of such Access Loans an agreement in form and substance satisfactory to LAI pursuant to which such purchaser or transferee agrees to observe and comply with the obligations of the parties to this Agreement under Sections 10.02 and 10.03 hereof and the obligations of the Trust, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, as seller, or the Administrator acting on its behalf, under this clause (i) of Section 10.04 hereof and (ii) shall obtain from any such purchaser or transferee an agreement to provide LAI with prior notice of any future sale of such Access Loans, or portion thereof, acquired by such purchaser or transferee and an agreement to comply with the obligations of the Trust under Section 10.01 and the obligations of the seller under this clause (ii) of Section 10.04 and under the last sentence of Section 10.06(a) of this Agreement (provided, however, that if the purchaser or transferee does not retain the Master Servicer (or the related Sub-Servicer) as servicer, the obligation to deliver "Reports" shall be construed as an obligation to deliver reports containing information substantially similar to the information contained in Reports).
Future Purchases. (i) The Buyer hereby unconditionally and irrevocably agrees to purchase from the Company, and the Company hereby unconditionally and irrevocably agrees to issue to the Buyer, additional Debentures (collectively, the "Additional Debentures") in the principal amount of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), on the terms and subject to the conditions hereinafter provided.
(ii) The first Additional Tranche (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000.
(iii) The closing for the First Additional Tranche shall occur on the date (the "First Additional Closing Date") which is thirty (30) days after the Effective Date, unless otherwise agreed to by the Company and the Buyer. The closing for the Second Additional Tranche shall occur on the date (the "Second Additional Closing Date") which is thirty (30) days after the First Additional Closing Date, unless otherwise agreed to by the Company and the Buyer. The closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Debentures. Each of the First Additional Closing Date and the Second Additional Closing Date is referred to as an "Additional Closing Date."
(iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures.
(v) It shall be a condition to the Buyer's obligation to purchase the Additional Debentures that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing...
Future Purchases. (i) The Company unconditionally and irrevocably agrees to issue, and the Buyer agrees to purchase, up to an additional $1,000,000 liquidation amount of Preferred Stock (the "Additional Preferred Stock") in two tranches of $500,000 each (the "Additional Tranches"), on the terms and subject to the conditions hereinafter provided.
(ii) The closing for each Additional Tranche shall occur on a date (the "Additional Closing Date"), which date shall not be later than the thirty (30) days and sixty (60) days respectively after the Effective Date (as defined below) or as otherwise mutually agreed upon by the Company and the Buyer. The closing of the Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Preferred Stock.
(iii) On each Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making each such representation and warranty as of such date), and (C) the Market Price of the Common Stock (as defined below) for each of the five (5) trading days immediately preceding the Additional Closing Date shall exceed $2.50 per share, (D) the average daily share volume for the Common Stock for the ten (10) trading day period preceding the Additional Closing Date shall have equaled or exceeded 25,000 shares of Common Stock, (E) there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making such representation and warranty as of such date), and (F) the Common Stock issuable upon conversion of the Additional Preferred Stock and upon exercise of the Additional Warrants, together with the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants previously issued will not at a conversion or exercise price equal to 66% of the Market Price on such Additional Closing Date, result in the issuance of more than 20% of the Company's outstanding Common Stock in accordance with NASDAQ Rule 4310(c)(25)(H)(i)(d)(2) ("Cap Regulations").
(iv) The term "Market Price ...
Future Purchases. FUNDER reserves the right to rescind the offer to make any purchase payments hereunder, in its sole discretion.
Future Purchases. Subject to Sections 2.8 and 7.1 of this Agreement, if Liberty Group acquires Additional Shares, such Additional Shares will be subject to (or benefit from) the LIH Tag Rights, Gazit ROFOs, LIH Voting Obligation and Section 2.8. In addition, as provided in Section 2.8, Liberty Group may only acquire Additional Shares, directly or indirectly, through a U.S. controlled entity.
Future Purchases. The Customer may purchase additional Base Packages, Add-on Modules and/or Capacity Increases upon payment to FAST of the fees therefore then in effect.
Future Purchases. GCF reserves the right to rescind the offer to make any purchase payments hereunder, in its sole and absolute discretion.
Future Purchases. If the Purchaser should elect to purchase additional shares of Common Stock after the Effective Date, the Company agrees to take all necessary corporate and other action if any, to ensure that the restrictions of section 203 of the DGCL shall not apply. In addition, the Purchaser shall have the right to purchase shares of Common Stock (or securities convertible into Common Stock) with respect to any new issuances by the Company, from time to time in order to beneficially own up to an aggregate up to of 51% of the fully-diluted Common Stock; provided that nothing herein shall limit Purchaser’s ability to own in excess of 51% of the fully-diluted Common Stock.
Future Purchases. The State may acquire licenses, Maintenance Services, and support at the prices on this Schedule B for a period of (insert number of months or years) from the effective date of this Agreement.
Future Purchases. When and as Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ IV LP or any of its affiliates purchase equity securities of Parent, Parent will pay to CHS a fee equal to 5.0% of the gross purchase price of such securities as compensation for services rendered by CHS to Parent in connection with the consummation of the transaction or other activity giving rise to such purchase.