Purchase of Company Securities. Subject to the terms and conditions hereof, at the Closing, Purchaser agrees to purchase from Company, and Company shall sell and issue to Purchaser, the Series F Preferred Stock for $1.00 per share (the "Series F Preferred Purchase Price") and the Warrant for $3,000,000 (the "Warrant Purchase Price" and together with the Trust Preferred Purchase Price and the Series F Preferred Purchase Price, the "Purchase Price").
Purchase of Company Securities. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser, severally and not jointly, will purchase from the Company the number of Shares set forth on the signature page for each Purchaser at the aggregate purchase price set forth on the signature page for each purchaser (the “Purchase Price”).
Purchase of Company Securities. 9 2.3 CLOSING........................................................10 2.4 DELIVERY.......................................................10
Purchase of Company Securities. At the Effective Time, the following shall occur:
Purchase of Company Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, EHL shall sell, transfer, assign, convey and deliver to Amalgamation Sub, and Amalgamation Sub shall purchase from EHL, all of the Company Securities (as defined in Section 2.3(a)), in exchange for the right of EHL to receive (i) the aggregate number of ordinary shares (the “Transaction Shares”) of Continuing Corporation Common Shares determined in accordance with Section 1.7(b), (ii) up to an aggregate of 442,625 additional Continuing Corporation Common Shares (“Market Price Shares”) if the market price of the Continuing Corporation Common Shares exceeds certain levels as provided in Section 1.14(a), (iii) the right to receive 442,625 additional Continuing Corporation Common Shares (“Redemption Shares”) upon redemption of the Continuing Corporation’s publicly traded warrants as provided in Section 1.14(c), and (iv) up to an aggregate of 265,575 additional Continuing Corporation Common Shares (“EBITDA Shares”) if the combined companies following the Acquisition generate annual EBITDA for fiscal 2008, 2009 and/or 2010 in excess of certain levels as provided in Section 1.14(b). The Transaction Shares, Market Price Shares, Redemption Shares and EBITDA Shares shall be referred to herein collectively as the “Transaction Consideration.” The Transaction Consideration shall be issued by Continuing Corporation to EHL, subject to the terms and conditions set forth in this Agreement.
Purchase of Company Securities. Subject to the terms and conditions of this Agreement, the Company will issue and sell to Purchaser and Purchaser will purchase from the Company the number of Shares set forth on the signature page for Purchaser at the purchase price set forth on the signature page for Purchaser.
Purchase of Company Securities. Xxxxxx hereby agrees to use the $2,000,000 of funds received from the Company to purchase the Company’s publicly traded common stock and warrants pursuant to the 10b5-1 Plan with a designated broker attached hereto as Exhibit A and in accordance with the conditions of Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
Purchase of Company Securities. 9 2.3 Closing...........................................................10 2.4 Delivery..........................................................10
Purchase of Company Securities. 1 1.1 Purchase and Sale of Company Securities 1 1.2 Purchase Price 2 1.3 Payments at Closing 3 1.4 Purchase Price Adjustment 4 1.5 Company Share Option Plan 7 1.6 Stockholder Representative 8 1.7 Tax Withholding 10 1.8 Paying Agent; Payment Procedure 11 ARTICLE 2 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 12 2.1 Organization and Qualification; Subsidiaries 13 2.2 Authorization; Enforceability 13 2.3 Capitalization 13 2.4 No Violation 15 2.5 Consents 15 2.6 Financial Statements 16 2.7 Accounts Receivable 16 2.8 Absence of Undisclosed Liabilities 17 2.9 Absence of Certain Changes 17 2.10 Material Contracts 18 2.11 Title and Related Matters 20 2.12 Real Property 21 2.13 Litigation 21 2.14 Tax Matters 21 2.15 Compliance with Laws; Permits 25 2.16 Privacy Laws 25 2.17 ERISA 26 2.18 Employees and Related Matters 28 2.19 Intellectual Property 31 2.20 Environmental Matters 36 2.21 Dealings with Affiliates 37 2.22 Insurance 37 2.23 Brokerage and Transaction Based Fees 37 2.24 Suppliers and Customers 37 2.25 Improper and Other Payments 37 2.26 Bank Accounts; Powers of Attorney 38 2.27 No Disclosure 38 2.28 No Other Representations 38
Purchase of Company Securities
