Purchase of Purchased Stock Sample Clauses

Purchase of Purchased Stock. Subject to the terms and conditions ----------------------------- set forth in this Agreement and the Designation, the Purchaser agrees to purchase from the Company on the Closing Date, and the Company agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date, free and clear of all Encumbrances (other than those arising out of actions of the Purchaser), the Purchased Stock.
Sample 1
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Purchase of Purchased Stock. Each Seller hereby sells, assigns and conveys to the Purchaser, and Purchaser hereby purchases from each such Seller, the Purchased Stock owned beneficially and of record by such Seller. The Purchased Stock is hereby transferred to Purchaser free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances, rights of third parties or other interests of any kind or character, other than as set forth in the Stockholders’ Agreement (collectively, “Liens”).
Sample 1
Purchase of Purchased Stock. Seller hereby sells, assigns and conveys to Purchaser, and Purchaser hereby purchases from Seller, all of the Purchased Stock owned beneficially and of record by Seller, as set forth opposite Seller’s name on Schedule A attached hereto. The Purchased Stock is hereby transferred to Purchaser free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances, rights of third parties or other interests of any kind or character, other than as set forth in that certain Amended and Restated Stockholders’ Agreement, dated as of June 13, 2017, by and among the Company and the other parties signatory thereto, as amended by that certain Amendment No. 1 to Amended and Restated Stockholders’ Agreement, dated as of July 17, 2017 (the “Stockholders’ Agreement”) (collectively, “Liens”).
Sample 1
Purchase of Purchased Stock. At the Closing, Buyer shall purchase from each Seller, by wire transfer of immediately available funds to the account designated by such Seller on Schedule 2.2 attached hereto, the Purchased Stock held by such Seller as follows:
Sample 1
Purchase of Purchased Stock. The Subscriber is acquiring the Purchased Stock for its own account, and not as nominee, for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof. The Subscriber does not have any contract, undertaking, agreement, understanding or arrangement, directly or indirectly, with any person or entity to distribute, sell, transfer or pledge to such person or entity, or anyone else, all or any part of the Purchased Stock, and the Subscriber has no present plan to enter into any such contract, undertaking, agreement, understanding or arrangement. The Subscriber further agrees to execute and deliver any further investment certificates as counsel to the Company deems necessary or advisable to comply with state or federal securities laws.
Sample 1
Purchase of Purchased Stock. At the Closing, each Seller shall sell, transfer, assign and deliver to the applicable Buyer the Purchased Stock of each Company owned by such Seller, free and clear of any and all Liens, and each Buyer shall purchase from each Seller the applicable Purchased Stock of each Company, on the terms and subject to the conditions set forth in this Agreement and as set forth on Schedule A attached hereto.
Sample 1
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Purchase of Purchased Stock 
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Related to Purchase of Purchased Stock

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • 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.

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