Purchase and Sale Closings Sample Clauses

Purchase and Sale Closings. On and subject to the terms and conditions set forth herein, at one or more closings (each a “Closing”), in return for the Consideration paid by each Purchaser, the Issuers shall sell and issue to (a) each Last Out Purchaser one or more secured convertible promissory notes substantially in the form attached hereto as Exhibit C-1 (the “Last Out Notes”), (b) BL FF First Out Purchasers (other than with respect to any BL FF First Out Purchasers purchasing a BL FF First Out Subordinated Note), one or more secured promissory notes substantially in the form attached hereto as Exhibit C-2 (the “BL FF First Out Senior Notes”), (c) each FF Ventures First Out Purchaser (other than with respect to any FF Ventures First Out Purchaser purchasing a FF Ventures First Out Subordinated Note), a secured convertible promissory note substantially in the form attached hereto as Exhibit C-3 (as such note is amended and restated as of the First Amendment Date, the “FF Ventures First Out Senior Notes”), (d) BL FF First Out Purchasers (other than with respect to any BL FF First Out Purchasers purchasing a BL FF First Out Senior Note), a BL FF First Out Subordinated Note in the form attached hereto as Exhibit C-5 (the “BL FF First Out Subordinated Notes”), and (e) each FF Ventures First Out Purchaser (other than with respect to any FF Ventures First Out Purchaser purchasing a FF Ventures First Out Senior Note), a FF Ventures First Out Subordinated Note in the form attached hereto as Exhibit C-3 with such amendments necessary to reflect the subordination in payment to the First Out Senior Notes (the “FF Ventures First Out Subordinated Notes”). Each Note shall have a principal amount equal to the Consideration paid or contributed by such Purchaser for the Note, as set forth on the schedule attached hereto as Exhibit D (as may be amended to reflect Subsequent Closings, the “Schedule of Purchasers”). Each Last Out Note and the FF Ventures First Out Notes shall be convertible into such other securities as set forth in Section 4.3.3.”
Sample 1
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Purchase and Sale Closings. The purchase and sale of the Shares shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at any times on or before June 30, 1998 as the Company and the Investor agree upon orally or in writing (the first of which times is designated the "Initial Closing," all others of which are designated "Subsequent Closings" and all of which times are collectively designated as "Closings"), but in any event no later than three business days after Investor's receipt of a written request from the Company setting forth the number of shares to be purchased and sold at the Closing in question. At each Closing the Company shall deliver to the Investor a certificate representing the Series I Preferred that the Investor is purchasing against payment of the aggregate purchase price therefor by check, wire transfer or any combination thereof.
Sample 1
Purchase and Sale Closings. SECTION 1.01. Purchase and Sale of the Purchased Perpetual Preferred Shares 1 SECTION 1.02. Initial Closing 1 SECTION 1.03. Purchase and Sale of the Purchased Convertible Preferred Shares 3 SECTION 1.04. Convertible Preferred Stock Closing 4 SECTION 1.05. Frustration of Closing Conditions 4
Sample 1
Purchase and Sale Closings. On and subject to the terms and conditions set forth herein, at one or more closings (each a “Closing”), in return for the Consideration paid by each Purchaser, the Issuers shall sell and issue to (a) such Last Out Purchaser one or more secured convertible promissory notes substantially in the form attached hereto as Exhibit C-1 (the “Last Out Notes”), (b) each BL FF First Out Purchaser, a secured promissory note substantially in the form attached hereto as Exhibit C-2 (the “BL FF First Out Notes”) and (c) each FF Ventures First Out Purchaser, a secured convertible promissory note substantially in the form attached hereto as Exhibit C-3 (the “FF Ventures First Out Notes”). Each Note shall have a principal amount equal to the Consideration paid or contributed by such Purchaser for the Note, as set forth on the schedule attached hereto as Exhibit D (the “Schedule of Purchasers”). Each Last Out Note and the FF Ventures First Out Note shall be convertible into such other securities as set forth in Section 4.3.3.
Sample 1
Purchase and Sale Closings 
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Related to Purchase and Sale Closings

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • The Closings 3 4.1. Initial Closing Date................................................................................3 4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances; Construction Advances...........3

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • 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.

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

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