PURCHASE AND SALE OF CLASS Sample Clauses

PURCHASE AND SALE OF CLASS. A-1 NOTES
Sample 1Sample 2
PURCHASE AND SALE OF CLASS. A-1 NoteS 9 SECTION 2.01 The Initial Note Purchase 9 SECTION 2.02 Advances 9 SECTION 2.03 Borrowing Procedures 10 SECTION 2.04 The Class A-1 Notes 12 SECTION 2.05 Commitment Terms 12 SECTION 2.06 Selection of Interest Rates 12 SECTION 2.07 Reduction in Commitment Amount 12 ARTICLE III INTEREST AND FEES 13 SECTION 3.01 Interest 13 SECTION 3.02 Fees. 13 SECTION 3.03 Eurodollar Lending Unlawful 14 SECTION 3.04 Deposits Unavailable 15 SECTION 3.05 Increased or Reduced Costs, etc. 15 SECTION 3.06 Funding Losses 16 SECTION 3.07 Increased Capital Costs 16 SECTION 3.08 Taxes 17 SECTION 3.09 Indenture Carrying Charges; Survival 18 ARTICLE IV OTHER PAYMENT TERMS 18 SECTION 4.01 Time and Method of Payment 18 ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS 19 SECTION 5.01 Authorization and Action of the Administrative Agent 19 SECTION 5.02 Delegation of Duties 19 SECTION 5.03 Exculpatory Provisions 19 SECTION 5.04 Reliance 20 SECTION 5.05 Non-Reliance on the Administrative Agent and Other Purchasers 20 SECTION 5.06 The Administrative Agent in its Individual Capacity 20 SECTION 5.07 Successor Administrative Agent 20 SECTION 5.08 Authorization and Action of Funding Agents 21 SECTION 5.09 Delegation of Duties 21 SECTION 5.10 Exculpatory Provisions 21 SECTION 5.11 Reliance 22 SECTION 5.12 Non-Reliance on the Funding Agent and Other Purchasers 22 Page
Sample 1
PURCHASE AND SALE OF CLASS. A Common Stock from the Selling ---------------------------------------------------------- Stockholders. Subject to the terms and conditions herein set forth, the Selling ------------ Stockholders agree, severally and not jointly, to sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Selling Stockholders, on the Closing Date the aggregate number of shares of Class A Common Stock set forth opposite such Purchaser's name on Schedule 2.1 hereto ------------ (which share numbers are pre-Reverse Split), for the aggregate purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto (all of the ------------ shares of Class A Common Stock being purchased pursuant to Section 2.2 being referred to herein as the "Stockholder Purchased Shares"; and together with the --------------------------- Company Purchased Shares, the "Purchased Shares"). ----------------
Sample 1
PURCHASE AND SALE OF CLASS. A Common Stock from the Company. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Company, on the Closing Date the percentage of the aggregate number of shares of Class A Common Stock being sold and determined pursuant to the next sentence of this Section 2.1 as is set forth opposite such Purchaser's name on Schedule 2.1 hereto (which shall be updated in accordance with Section 8.2 hereof to the extent necessary by the Purchasers and such updated Schedule will be delivered to the Company no later than the Business Day prior to the Closing Date). The shares of Class A Common Stock being purchased pursuant to this Section 2.1 are collectively referred to herein as the "Purchased Shares"). For purposes of this Agreement, the aggregate number of all Purchased Shares shall be equal to (rounded to the nearest whole share) the quotient obtained by dividing (x) 75,000,000 by (y) the "initial public offering price per share" of Class A Common Stock as set forth on the front cover of the final prospectus contained in the Company's Registration Statement on Form S-1 (333-122565).
Sample 1
PURCHASE AND SALE OF CLASS. B NOTES SECTION 2.1 The Commitments..........................................1 SECTION 2.2 Funding Mechanics........................................2 SECTION 2.3 Pricing..................................................2 SECTION 2.4 Taxes ...................................................3
Sample 1
PURCHASE AND SALE OF CLASS. A-1 NOTES 2 SECTION 2.01 The Initial Advance Note Purchase 2 SECTION 2.02 Advances 3 SECTION 2.03 Borrowing Procedures 4 SECTION 2.04 The Series 2007-1 Class A-1 Notes 6 SECTION 2.05 Reduction in Commitments 7 SECTION 2.06 Swingline Commitment 11 SECTION 2.07 L/C Commitment 15 SECTION 2.08 L/C Reimbursement Obligations 18 SECTION 2.09 L/C Participations 20 SECTION 2.10 Cash Collateralization of Existing Letters of Credit 22 ARTICLE III INTEREST AND FEES 23 SECTION 3.01 Interest 23 SECTION 3.02 Fees 24 SECTION 3.03 Eurodollar Lending Unlawful 25 SECTION 3.04 Deposits Unavailable 26 SECTION 3.05 Increased Costs, etc. 26 SECTION 3.06 Funding Losses 27 SECTION 3.07 Increased Capital Costs 27 SECTION 3.08 Taxes 28 SECTION 3.09 Change of Lending Office 30 ARTICLE IV OTHER PAYMENT TERMS 31 SECTION 4.01 Time and Method of Payment 31 SECTION 4.02 Order of Distributions 31 SECTION 4.03 L/C Cash Collateral 32 ARTICLE V THE CLASS A-1 ADMINISTRATIVE AGENT AND THE FUNDING AGENTS 32
Sample 1
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Related to PURCHASE AND SALE OF CLASS

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

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