Purchase and Sale of the Units Clause Examples
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Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth herein, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto.
(b) Anything in paragraph (a) above to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders.
(c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date:
(i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon to the Closing Date; and
(ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times the number of Units to be purchased by such Purchaser hereunder, as may be reduced pursuant to Section 1.02(b) above, less the amount of principal and interest surrendered under clause (i) above).
Purchase and Sale of the Units. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.
Purchase and Sale of the Units. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, a number of Units at a price equal to $10,000 per Unit (the "UNIT PRICE") and for the aggregate subscription amount set forth on the signature page hereto. The form of Warrant is as annexed to the Memorandum. Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver to Subscriber a share certificate and a warrant certificate evidencing the applicable number of Shares and Warrants subscribed for against payment in U.S. Dollars of the Purchase Price (as defined below).
(b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price (the "PURCHASE PRICE") set forth on the signature page hereof required to purchase the Units subscribed for hereunder which amount has been paid in U.S. Dollars by cash, wire transfer or check, subject to collection, to the order of "American Stock Transfer & Trust Company - IR BioSciences Holdings, Inc. Escrow Account."
(c) Subscriber understands and acknowledges that this subscription is part of a proposed placement by the Company of up to $1,700,000 of Units, which offering is being made on a "best efforts" basis for a minimum of 120 Units (the "MINIMUM OFFERING") and a maximum of 170 Units (the "MAXIMUM OFFERING"). Subscriber understands that payments hereunder as to the Minimum Offering will be held in an escrow account established by the Company, and released to the Company if the Minimum Offering is reached within the Offering Period (as described in the Memorandum) or any extended period. If the Minimum Offering is not obtained within the Offering Period or any extended period, the funds held therein will be returned to the investors without interest or deduction.
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 the Units. Subject to the terms and conditions of this Agreement and the satisfaction of the Closing Conditions, the Investor subscribes for and agrees to purchase and acquire from the Company and the Company agrees to sell and issue to the Investor the Investor’s Units at the purchase price of $0.80 per Unit (the “Purchase Price”).
Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth herein, the Company agrees to sell, and each of the Investors agrees to subscribe for the number of Units for such Investor’s Subscription Amount as set forth opposite the name of each Investor on Appendix A. Each closing of this Offering is referred to as a “Closing” and the date associated with each Closing is referred to as a “Closing Date”. The Company and the Placement Agent shall have mutually determined the timing of each Closing. Each Closing hereunder, including payment for and delivery of the Units, shall, unless otherwise agreed to by the Company and the Placement Agent, take place remotely via the exchange of documents and signatures, subject to satisfaction or waiver of the conditions set forth in Section 6.
(b) The Investors and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the applicable Subscription Amount shall be allocable between the securities comprising the Units based on the relative fair market values thereof. Neither any Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. Law.
Purchase and Sale of the Units. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, at the Closing, the Seller agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Seller the Units for the consideration of $20,000,000 (the “Sale Consideration”), payable by wire transfer to an account designated in writing by the Seller.
Purchase and Sale of the Units. Subject to the terms and conditions of this Agreement, at the Closing, each Investor shall severally, and not jointly, purchase, and the Company shall sell and issue to such Investor, such number of Units equal to the quotient resulting from dividing (i) the Subscription Amount for such Investor by (ii) the Purchase Price, rounded down to the nearest whole Share. The Warrants shall have an exercise price equal to $[____] per Warrant Share (subject to adjustment as provided in such Warrants).
Purchase and Sale of the Units. (a) Upon execution of this Agreement, Employee shall purchase, and the Company shall sell, for an aggregate purchase price equal to $1,250, (i) 31,250 Class B Units, (ii) 31,250 Class C Units, (iii) 31,250 Class D Units and (iv) 31,250 Class E Units. Contemporaneously herewith, Employee shall deliver to the Company (x) to the extent requested by the Board, an executed spousal consent in the form of Exhibit A hereto, and (y) a check or wire transfer of immediately available funds in the aggregate amount of $1,250.
(b) The Company hereby admits Employee as a Member of the Company with respect to the Incentive Units, with all the rights, privileges, duties and obligations of a Member in respect of such Incentive Units.
(c) By his execution of this Agreement, Employee hereby confirms that he has accepted and agreed to be bound by and to perform all the terms and provisions of the Operating Agreement, as it may hereafter be amended from time to time.
(d) Within thirty (30) days after Employee purchases any Incentive Units from the Company, Employee shall make an effective election with the Internal Revenue Service under Section 83(b) of the Code in the form of Exhibit B attached hereto.
(e) By his execution of this Agreement, Employee hereby confirms and agrees that the Incentive Units issued pursuant hereto are in full satisfaction of the Company’s or its Affiliates obligations (if any) to issue any equity to Employee pursuant to Sections 4 and 5 of the Employment Agreement.
Purchase and Sale of the Units. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, such number of Units at a price of $54,000 per Unit (the “Unit Price”) and for the aggregate subscription amount set forth on the signature page hereto. The Subscriber understands that this subscription is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering to the Subscriber at the Subscriber’s address set forth herein, a counterpart copy of the signature page to this Subscription Agreement indicating the Company’s acceptance of this Subscription. The Company reserve the right, in its sole discretion for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription Agreement by the Company, and the receipt and acceptance by the Company of subscriptions to the Minimum Offering (defined below), the Company shall instruct its transfer agent to issue and deliver to Subscriber (i) a share certificate evidencing the applicable number of Shares subscribed for hereunder against payment in U.S. Dollars of the Purchase Price (as defined below), and (ii) a Common Stock purchase warrant exercisable at $0.30 per share. If this subscription is rejected, the Company and the Subscriber shall thereafter have no further rights or obligations to each other under or in connection with this Subscription Agreement. If this subscription is not accepted by the Company on or before the last day of the Offering Period, this subscription shall be deemed rejected.
(b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price for the Units set forth on the signature page hereof in an amount required to purchase and pay for the Units subscribed for hereunder (the “Purchase Price”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to “American Stock Transfer & Trust Co. LLC, as Agent for CNS Response, Inc.”, if delivered by wire transfer, or to the order of “Maxim Group LLC, as Agent for CNS Response, Inc.”, if delivered by check.
(c) Subscriber understands and acknowledges that this subscription is part of a private placement by the Company of up to $6,426,000 of Units, which offering is being made on an “all or none” basi...