Purchase and Consideration Sample Clauses

Purchase and Consideration. The Note Holder hereby contracts to purchase a Note or Notes in the Principal amount set forth on Note Holder’s signature page attached hereto. By signing this Subscription Agreement, the Note Holder agrees to be bound by the terms and conditions of the Note as set forth therein. Each Subscription Agreement between the Fund and each respective Note Holder is a separate agreement, and the sale of each Note to each Note Holder is a separate sale.
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Purchase and Consideration. (a) On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, CBC hereby agrees to purchase and CP Management agrees to sell, the Curious Share and CP Management's interest in the Option Agreement on the Closing Date. The total purchase price for the purchase of the Curious Share and assignment of the Option Agreement (the "Purchase Price"), will be the sum of Three Million and no/100 Dollars ($3,000,000.00) consisting of Two Million Seven Hundred Thousand and no/100 Dollars ($2,700,000.00) for the Option Agreement and Three Hundred Thousand and no/100 Dollars ($300,000.00) for the Curious Share and payable as follows:
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Purchase and Consideration. (a) On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, Purchaser agrees to purchase the Shares from Seller on the Closing Date. The purchase price payable to Seller for each of the Shares is Two Dollars and Fifty Cents ($2.50), subject to adjustment as provided in Section 1 of this Agreement and Purchaser will issue and deliver to Seller one or more certificates representing the CBC Shares. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, Purchaser agrees to purchase the Options from Seller on the Closing (Page 7 of 136 Pages) Date. The purchase price payable to Seller for the Options is Two Hundred Sixty Thousand ($260,000) Dollars.
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Purchase and Consideration. (a) The City hereby offers to purchase from Mattamy the Property and Mattamy hereby accepts the offer, upon the terms and conditions set out in this Agreement.
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Purchase and Consideration. Each Investor hereby contracts to purchase the number of shares of the Company’s Seed Series Preferred Stock to be issued pursuant to this Agreement (the “Shares”) listed next to that Investor’s name on that Investor’s signature page, for the consideration listed on such signature page.
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Purchase and Consideration. Each Investor, severally and not jointly, hereby contracts to purchase at a price of $1.00 per share, the number of shares of the Company’s Common Stock (the “Shares”) listed next to that Investor’s name on that Investor’s signature page, for the consideration listed on such signature page. The minimum purchase that may be made by any prospective investor shall be $10,000 or such smaller amount in the sole discretion of the Company.Each investor shall deliver to the Company, via wire transfer or a certified check of immediately available funds equal to such investor’ssubscription amount as set forth such Investor’s signature page in accordance with the instructions contained on Annex A hereto.
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Purchase and Consideration. 2.1 Purchase and Sale of Assets to be Transferred. ---------------------------------------------
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Purchase and Consideration. On and subject to the terms and conditions of this Agreement, each Seller hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby agrees to purchase from each Seller on the Closing Date, good and marketable title to, and all beneficial ownership in, the Purchased Shares, as applicable, owned by such Seller in exchange for such Seller’s Pro Rata Share of the Purchase Price, free and clear of all Liens, the total of which, for all Sellers, represents one hundred percent (100%) of the issued and outstanding common shares in the capital of the Target Corporation. Following the completion of the Purchaser’s acquisition of the Purchased Shares (including use of the compulsory acquisition provisions of the Business Corporations Act (British Columbia), if necessary), the Purchaser shall own all of the equity interest in the Target Corporation. The principal mechanics of Closing are described in the form of an organizational structure chart attached hereto as Exhibit B.
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Purchase and Consideration 
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Related to Purchase and Consideration

  • Stock Consideration 3 subsidiary...................................................................53

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Exchange Consideration On the Exchange Date or Change of Control Exchange Date, as applicable, provided the Company Unitholder has satisfied its obligations under Section 2.1(a)(ii) or Section 2.1(c), as applicable, the Company or the Corporation, as applicable, shall deliver or cause to be delivered to such Company Unitholder (or its designee), at the address set forth on Schedule A to the LLC Agreement (or at such other address as such party may designate to the Company), either certificates representing the number of shares of Class A Common Stock deliverable upon the applicable Exchange, registered in the name of the relevant exchanging Company Unitholder (or its designee) or, if the Corporation has so elected, the Cash Settlement, as applicable. Notwithstanding the foregoing, the Corporation shall have the right but not the obligation (in lieu of the Company) to have either the Corporation or, at the option of the Corporation, any Subsidiary acquire the Company Units any Company Unitholder is requesting to be exchanged pursuant to Section 2.1(a) or the Corporation is requiring to be exchanged pursuant to Section 2.1(b) directly from such Company Unitholder in exchange for shares of Class A Common Stock or, in the case of an exchange pursuant to Section 2.1(a), at the option of the Corporation, the Cash Settlement. If an exchanging Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that it is entitled to receive in connection with an Exchange pursuant to Section 2.1(a) from the Corporation or any Subsidiary pursuant to this Section 2.1(d), the Company Unitholder shall have no further right to receive shares of Class A Common Stock from the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(d) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Company, the Corporation or the exchanging Subsidiary will, upon the written instruction of an exchanging Company Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Company Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Company Unitholder in the Exchange Notice. Upon a Company Unitholder exercising its right to Exchange or the occurrence of a Change of Control Exchange, the Company, the Corporation or the exchanging Subsidiary, as applicable, shall take such actions as (A) may be required to ensure that such Company Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Company Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1, and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement).

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

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