Purchase and Sale of the Securities Clause Samples
The 'Purchase and Sale of the Securities' clause defines the agreement between parties regarding the buying and selling of specific securities. It typically outlines the type and quantity of securities being sold, the purchase price, and the timing or conditions of the transaction. This clause ensures both parties are clear on the essential terms of the sale, thereby reducing the risk of misunderstandings or disputes over what is being transferred and under what terms.
Purchase and Sale of the Securities. (a) Subject to the terms and conditions set forth herein, the Issuer agrees to issue and sell the Securities to the Initial Purchasers as provided in this Agreement, and each Initial Purchaser, 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 Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase at the respective issue prices of, (i) with respect to the MOP Notes, 100% of the principal amount thereof, and (ii) with respect to the HK$ Notes, 100% of the principal amount thereof, in each case, net of the Commissions (as defined below) (the sum of (i) and (ii), the “Aggregate Purchase Price”), plus any accrued interest, if any, from May 12, 2021 to the Closing Date (as defined below).
(b) The Issuer and the Guarantor understand that the Initial Purchasers intend to offer the Securities for sale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
(i) neither it nor any of its affiliates, nor any person acting on its or their behalf, has engaged in or will engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act); and
(ii) it and its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, or “Regulation D”) have only offered, sold or delivered and will only offer, sell or deliver the Securities in offshore transactions in accordance with Rule 903 of Regulation S under the Securities Act and the restrictions of the specific jurisdictions as set forth in the section titled “Plan of Distribution – Selling Restrictions” of the Time of Sale Information and the Final Offering Memorandum.
(c) Each Initial Purchaser acknowledges and agrees that the Issuer and the Guarantor and, for purposes of the “non-registration opinion” to be delivered to the Initial Purchasers pursuant to Sections 5(g) and 5(k), counsel for the Issuer and the Guarantor and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in Section 1(b) above (including the “Plan of Distr...
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters pursuant to the terms of, and subject to the conditions set forth 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 Company the respective numbers of Initial Securities set forth opposite such Underwriter’s name in Schedule 1 hereto, and to resell 4,500,000 Initial Securities to Fidelity National Financial, Inc., a Delaware corporation. Such purchase by the Underwriters from the Company of the Securities shall be at a price equal to $33.60 per share (the “Purchase Price”). Subject to the terms and conditions set forth in this Agreement, the Company hereby grants an option (the “Option”) to the several Underwriters to purchase, severally and not jointly, the Option Securities at a price per share equal to the Purchase Price, less, in each case, an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The Option may be exercised in whole or in part at any time and from time to time during the 30-day period from, and including, the Time of Sale, upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the Option, the time and date of payment and delivery for such Option Securities (any such time and date, the “Option Closing Date”) and the place of payment and delivery for such Option Securities. The Option Closing Date and any such place of payment and delivery shall be determined by the Representatives, but shall not be prior to the Initial Closing Date (as defined below) or, if after the Initial Closing Date, not earlier than two full business days (or, in the case of an Option Closing Date occurring on the Initial Closing Date, one full business day) after the exercise of the Option, unless otherwise agreed upon by the Representatives and the Company. If the Option is exercised as to all or any portion of the Option Securities, each of the Underwriters, severally and not jointly, agrees to purchase that proportion of the total number of Option Securities then being purchased that the number of Initial Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to the total...
Purchase and Sale of the Securities. Subject to the terms and ---------------------------------------- conditions set forth in this Agreement, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Securities for a purchase price equal to One Hundred Thousand ($100,000.00) Dollars.
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities 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 Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.572% of the principal amount thereof plus accrued interest, if any, from May 26, 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company 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 Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in respect of the transactions contemplated hereby. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Representative or Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relatin...
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, each Subscriber agrees, severally and not jointly, to purchase from the Company, and the Company agrees to sell and issue to each Subscriber, at the Closing, such Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Subscriber’s name in column (3) on the Schedule of Subscribers.
Purchase and Sale of the Securities. 3 2.1 Closing.....................................................3 2.2 Transactions at the Closing.................................3
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor a Promissory Note in the principal amount of $56,500.
Purchase and Sale of the Securities. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties contained herein, (a) the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $ , the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the same purchase price set forth in clause (a) of this Section 2, the number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto. The Company grants the Underwriters the right to purchase, severally and not jointly, at their election up to Optional Securities, at the purchase price per share set forth in the preceding paragraph, for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase the Optional Securities may be exercised no more than once by written notice from you to the Company, given within a period of thirty (30) days after the date of this Agreement, setting forth the aggregate amount of the Optional Securities to be purchased by the Underwriters, severally and not jointly, and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Delivery Date (as defined in Section 4 hereof) or, unless you otherwise agree in writing, earlier than two (2) or later than seven (7) business days after the date of such notice.
Purchase and Sale of the Securities. Subject to the terms and conditions hereof and in reliance on the representations and warranties contained herein, or made pursuant hereto, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company at the closing of the transactions contemplated hereby (the “Closing”), the Preferred Shares and Warrant for $2,000,000 (the “Purchase Price”) in cash.
Purchase and Sale of the Securities. (a) The Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Securities for an aggregate amount (the “Purchase Price”) equal to Thirteen Million Euros (€13,000,000). The Purchaser shall be responsible for the rating agency costs and expenses.
(b) Delivery or transfer of, and payment for, the Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on August 23, 2006 or such later date (not later than 30 days later) as the parties may designate (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).The Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Company made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company.
(c) Delivery of the Securities, duly executed and registered in the name of the Purchaser or its designees (subject to compliance with Section 13) and denominations and in the form set out in Schedule 2 hereto with such changes as may be agreed in writing by the Purchaser and the Company, shall be made at such location as the Purchaser shall designate. The Company agrees to have the Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Securities shall occur at the offices of Mayer, Brown, ▇▇▇▇ & Maw LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606, or such other place as the parties hereto shall agree.