Purchase and Sale of the Initial Shares. Subject to SECTION 2.2, on or before the later to occur of (i) February 5, 1999 or (ii) the first business day after the date that all of the conditions set forth in SECTION 2.2 have been satisfied or waived by the parties, the Purchaser shall deliver by wire transfer of immediately available funds the amount of $15,000,000 to the Company against the delivery by the Company to the Purchaser of a certificate, issued in the name of the Purchaser, evidencing the Initial Shares (the "INITIAL CLOSING"). The date on which the Initial Closing occurs shall be the "INITIAL CLOSING DATE."
Purchase and Sale of the Initial Shares. Subject to the terms and conditions hereof, on the Initial Closing Date (defined below) FDTC hereby agrees to issue and sell to AUO, and AUO hereby agrees to purchase from FDTC, the Initial Shares, at a price of One Million Nine Hundred Seventy-Four Thousand Japanese Yen ((Yen)1,974,000) per share, for an aggregate purchase price of One Billion Four Hundred Eighty Million Five Hundred Thousand Japanese Yen ((Yen)1,480,500,000) (the "Initial Purchase Price"). ___________ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Purchase and Sale of the Initial Shares. Upon the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, shares (the “Initial Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a purchase price per share equal to the lowest price per share paid by investors in the Initial Third Party Sale determined through bona fide negotiations with such investors (the “Initial Per Share Purchase Price”), for an aggregate purchase price of Fifty Thousand Dollars ($50,000) (the “Initial Purchase Price”). Such purchase and sale of the Initial Shares shall be referred to herein as the “Initial Investment.” The consummation of the Initial Investment shall be referred to herein as the “Initial Closing.” The number of Initial Shares so purchased shall be equal to the quotient (rounded to the nearest whole number) obtained by dividing (a) the Initial Purchase price by (b) the Initial Per Share Purchase Price.
Purchase and Sale of the Initial Shares. Upon the terms and subject to the conditions of this Stock Purchase Agreement, the Company agrees to sell to Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx agrees to purchase from the Company, the Initial Shares on the date hereof. The aggregate purchase price for the Initial Shares (the "Purchase Price") is U.S.$5,000,000. Payment for the Initial Shares sold to Xxxxxx Xxxxxxx pursuant to this Stock Purchase Agreement shall be made by wire transfer to the account of the Company in immediately available funds upon delivery of the Initial Shares at the office of Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York City time, on July 23, 1996. The time and date of such payment is hereinafter referred to as the Closing Date.
Purchase and Sale of the Initial Shares. On the terms and subject to the conditions of this Agreement, at the Initial Closing (as defined in Section 1.02), Seller shall sell, transfer and deliver or cause to be sold, transferred and delivered to Purchaser, and Purchaser shall purchase from Seller, the Initial Shares for an aggregate purchase price of U.S.$346,380,000 (the "Purchase Price"), payable as set forth below in
Purchase and Sale of the Initial Shares. (a) Issuance of the Initial Shares. Subject to the terms and conditions of this Agreement, at the Initial Closing (as defined below) the Company agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company, at an aggregate purchase price of seven million dollars ($7,000,000), such number of shares (rounded to the nearest whole share) of Common Stock (the "Initial Shares") equal to 7,000,000 divided by the product of 1.35 times the Current Per Share Market Price as of the date which is two Business Days prior to the Initial Closing. Notwithstanding the foregoing, in no event shall the above calculation result in the Purchaser receiving less than 583,333 Initial Shares nor more than 736,842 Initial Shares in exchange for payment of the aggregate purchase price as specified above.
Purchase and Sale of the Initial Shares. Simultaneously with the execution and delivery of this Agreement, the Purchaser shall deliver by wire transfer of immediately available funds the amount of $10,000,000 (the "PURCHASE PRICE") to the Company against delivery by the Company to the Purchaser of a certificate, issued in the name of the Purchaser, evidencing the Initial Shares. Each of the following documents must have been delivered to Purchaser as of the date of this Agreement: (i) an opinion of O'Melveny & Xxxxx LLP reasonably acceptable to Purchaser and (ii) such other documents as Purchaser may reasonably request for the purpose of facilitating the consummation of the sale of the Initial Shares.
Purchase and Sale of the Initial Shares. 4 3. [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . . . . . . . . . . . . . .4 4.
Purchase and Sale of the Initial Shares. Simultaneously with the execution and delivery of this Agreement, the Purchaser shall deliver by wire transfer of immediately available funds the amount of $10,000,000 (the "PURCHASE PRICE") to the Shareholders as specified in SCHEDULE 2 against delivery by the Shareholders to the Purchaser of the certificates evidencing the Initial Shares. The certificates will be properly endorsed for transfer to or accompanied by a duly executed stock power in favor of the Purchaser with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to Purchaser; and otherwise in a form acceptable for transfer on the books of the Company. Each of the following documents must have been delivered to Purchaser as of the date of this Agreement: (i) an opinion of O'Melveny & Xxxxx LLP reasonably acceptable to Purchaser and (ii) such other documents as Purchaser may reasonably request for the purpose of facilitating the consummation of the sale of the Initial Shares.
Purchase and Sale of the Initial Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase, and the Company agrees to issue and sell to Purchaser, at a closing (the “Initial Closing”) held in accordance with Section 1.6, the 400,000 Initial Shares in exchange for the assignment to the Company by Purchaser of all of Purchaser’s rights, title and interest under the Lucent Agreement, including all expenditures and commitments paid or incurred by Purchaser on or prior to the Initial Closing Date in connection with the execution and delivery of, and performance by Purchaser under, the Lucent Agreement, such assignment to be evidence by an Assignment, substantially in the form attached as Exhibit 1.2 to this Agreement (the “Assignment”). The consummation of the purchase and sale of the Class A Initial Shares as contemplated by this Section 1.2 are conditioned upon the simultaneous consummation of the purchase and sale of the Additional Initial Shares as contemplated by Section 1.3 of this Agreement.
