Purchase and Sale of Unsold Allotment Sample Clauses

Purchase and Sale of Unsold Allotment. If following the purchases of Notes contemplated by Sections 1.2.(b) above, the Second Closing Principal Amount is less than, in the aggregate, the Non-BRS Stockholders’ Pro Rata Share of the Notes, at the Third Closing (defined below), each Non-BRS Stockholder that purchased a Note at the Second Closing may elect to purchase up to such stockholder’s pro rata portion of such unsold Notes (determined based upon such stockholder’s Pro Rata Share in relation to the aggregate Pro Rata Share of all stockholders who elect to purchase Notes at the Third Closing) by delivering written notice of such election to the Company. At the Third Closing, (i) Schedule III attached hereto shall automatically be updated to reflect (A) the principal amount of the Note such Purchaser has elected to acquire at the Third Closing and (B) the aggregate purchase price for such Note and (ii) the Company shall sell to such Purchaser and, subject to the terms and conditions set forth herein, such Purchaser shall purchase from the Company, a Note in the aggregate principal amount then set forth opposite such Purchaser’s name on Schedule III attached hereto at a price equal to the price then set forth opposite such Purchaser’s name on Schedule III attached hereto. At the Third Closing, the Company shall deliver to BRS and the BRS Co-Investors, by cashier’s or certified check or wire transfer of immediately available funds to such accounts and in such amounts designated by BRS, an amount equal to the aggregate principal amount of Notes to be sold and delivered by the Company at the Third Closing (the “Third Closing Principal Amount”) plus any accrued but unpaid cash interest on the Third Closing Principal Amount accrued between the Second Closing and the Third Closing. Any Other Interest (as defined in the Notes) accrued but unpaid at the time of the Third Closing on the Third Closing Principal Amount shall be added to the Second BRS Principal Amount and shall for all purposes of this Agreement constitute a part thereof. At the Third Closing, the Third Closing Principal Amount shall be deducted from the Second BRS Principal Amount and the Company shall issue and deliver to BRS and the BRS Co-Investors, in exchange for the delivery of the Notes issued to BRS and the BRS Co-Investors at the Second Closing, Notes in an aggregate principal amount equal to the difference of the Second BRS Principal Amount (increased to include any Other Interest) and the Third Closing Principal Amount.
Sample 1
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Related to Purchase and Sale of Unsold Allotment

  • 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 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 Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • 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 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 Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • 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").

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

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