PURCHASE OF SHARES BY BUYER Sample Clauses

PURCHASE OF SHARES BY BUYER. Subject to and upon the terms and conditions herein, on the Closing Date (as defined). Halters shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all adverse claims, security interests, liens, claims and encumbrances (other than any restrictions under state and federal securities laws) and Buyer shall purchase, accept and acquire from Halters, the Shares.
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PURCHASE OF SHARES BY BUYER. In the event Buyer Parent issues debt or equity securities to non-Affiliates (as defined in the Securities Act of 1933, as amended) prior to the second anniversary of the Closing Date, the proceeds of which (gross of underwriting commissions, discount and expenses) exceed $5,000,000, other than in a firm commitment registered public offering, (a "FINANCING EVENT"), Buyer Parent shall, within ten (10) days of such consummation, provide written notice (the "Notice") to Seller of the occurrence of the Financing Event. Within ten (10) days from Seller's receipt of the Notice, Seller may require Buyer Parent to purchase from Seller shares of Common Stock received as part of the Purchase Price, at a price equal to (i) in the case of a Financing Event involving the sale of Common Stock of the Buyer Parent, the purchase price of the Common Stock sold therein, or (ii) in the case of any other Financing Event, the price equal to the average of the closing sale prices of the Common Stock on the Nasdaq National Market during the five (5) trading days immediately preceding the date of the Financing Event; PROVIDED, HOWEVER, that in no event shall Buyer Parent be obligated to use greater than twenty percent (20%) of Buyer Parent's aggregate proceeds from the Financing Event for such repurchase. In the event of a Financing Event within two years of the Closing Date, Buyer Parent shall have the right to purchase from Seller up to one hundred percent (100%) of the Common Stock received as part of the Purchase Price provided that the consideration Seller receives for such Common Stock (net of any underwriting commissions, discounts and expenses) as calculated above is an amount equal to or greater than $7.00 per share (as appropriately adjusted for stock splits, stock combinations, stock dividends and recapitalizations).
Sample 1
PURCHASE OF SHARES BY BUYER. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Sellers the number of Purchased Shares set forth opposite each Seller's name below, for the aggregate consideration ("Purchase Price") of US $4,000,000 and the number of Dividend Access Shares determined in accordance with the formula set forth below, payable to each Seller as indicated below: Number of Shares Consideration Seller to be Sold to be Received ------ ---------- -------------- Dr. Xxxxxx 624 Class A common US $440,000 and 72,000 shares Dividend Access Shares Mrs. Xxxxxx 78 Class A common US $440,000 shares Millxx Xxxst 78 Class A common US $440,000 shares Millxx Xxxdco 200 Class D shares US $1,240,000 and the number of Dividend Access Shares determined in accordance with the formula set forth below RoyNat 140 Class B common US $1,440,000 shares and 80 Class C common shares The number of Dividend Access Shares issuable to Millxx Xxxdco as part of the Purchase Price shall be equal to 115,500 minus the quotient of US $125,000 divided by the five-day weighted average of the closing sales price of REMEC Common Stock reported on the Nasdaq National Market for the period ending the day immediately preceding the Closing Date rounded to the nearest whole number [115,500 -- (US $125,000/five-day weighted average closing sales price on REMEC Common Stock)]. The Purchase Price is payable at Closing. The cash portion of the Purchase Price is payable to the Millxx Xxxily, Millxx Xxxdco and RoyNat in United States dollars by wire transfer, bank draft, or certified cheque in immediately available funds. The non-cash portion of the Purchase Price is payable by delivery to Dr. Xxxxxx xxx Millxx Xxxdco of certificates evidencing the number of Dividend Access Shares set forth above or determined in accordance with the formula described above, registered in the names of Dr. Xxxxxx xxx Millxx Xxxdco as so determined.
Sample 1
PURCHASE OF SHARES BY BUYER. Subject to and upon the terms and conditions contained herein, on the Closing Date (as defined herein), Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all adverse claims, security interests, liens, claims and encumbrances (other than restrictions under state and federal securities laws) and Buyer shall purchase, accept and acquire from Seller, the Shares.
Sample 1

Related to PURCHASE OF SHARES BY BUYER

  • 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.

  • 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 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.

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Purchase of Shares from the Fund 3.1 The Distributor shall have the right to buy from the Fund on behalf of investors the Shares needed, but not more than the Shares needed (except for clerical errors in transmission) to fill unconditional orders for Shares placed with the Distributor by investors or registered and qualified securities dealers and other financial institutions (selected dealers).

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "

  • Purchase of Stock 2 Section 1.1

  • 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:

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

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