Purchase Recitals Sample Clauses

Purchase Recitals. Purchase Price 1.1 Purchased Securities Recitals register; registered; registration 4.5(l)(iii) Registrable Securities 4.5(l)(iv) Registration Expenses 4.5(l)(v) Regulatory Agreement 2.2(s) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 4.5(l)(vi) Savings and Loan Holding Company 4.10 Schedules Recitals SEC 2.2(k) Securities Act 2.2(a) Selling Expenses 4.5(l)(vii) Senior Executive Officers 4.8 Shelf Registration Statement 4.5(b)(ii) Signing Date 2.1(b) Special Registration 4.5(j) subsidiary 5.7(a) Tax; Taxes 2.2(o) Transfer 4.4
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Purchase Recitals. Purchase Price 1.1 Purchased Securities Recitals register; registered; registration 5.12(l)(iii) Registrable Securities 5.12(l)(iv) Registration Expenses 5.12(l)(v) Regular Record Date Face of Senior Note Regulatory Agreement 2.2(s) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 5.12(l)(vi) Savings and Loan Holding Company 5.18 Schedules Recitals SEC 2.2(k) Securities Act 2.2(a) Selling Expenses 5.12(l)(vii) Senior Executive Officers 5.16 Senior Indebtedness 6.1(b) Senior Note Register 5.9(a) Senior Notes Recitals Senior Note Directors 5.20(b) Senior Subordinated Securities Recitals Shelf Registration Statement 5.12(b)(ii) Signing Date 2.1(b) Special Registration 5.12(j) subsidiary 7.7(a) Tax; Taxes 2.2(o) Transaction Documents Recitals Transfer 5.9(g) Warrant Register 5.9(b) Warrant Securities Recitals SECURITIES PURCHASE AGREEMENT – STANDARD TERMS Recitals:
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Purchase Recitals. Purchase Price 1.1 Purchased Securities Recitals Qualified Equity Offering 4.4 register; registered; registration 4.5(k)(iii) Registrable Securities 4.5(k)(iv) Registration Expenses 4.5(k)(v) Regulatory Agreement 2.2(s) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 4154.5(k)(vi) Savings and Loan Holding Company 4.11 Schedules Recitals SEC 2.1(b) Securities Act 2.2(a) Selling Expenses 4.5(k)(vii) Senior Executive Officers 4.10 Share Dilution Amount 4.8(a)(ii) Shelf Registration Statement 4.5(a)(ii) Signing Date 2.1(a) Special Registration 4.5(i) Stockholder Proposals 3.1(b) subsidiary 5.8(a) Tax; Taxes 2.2(o) Transfer 4.4 Warrant Recitals Warrant Shares 2.2(d)
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Purchase Recitals. Purchased Securities Recitals register; registered; registration 4.5(k)(iii) Registrable Securities 4.5(k)(iv) Registration Expenses 4.5(k)(v) Regulatory Agreement 2.2(s) Relevant Period 1.5(e)(iv) Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 4.5(k)(vi) SEC 2.1(b) Securities Act 2.2(a) Selling Expenses 4.5(k)(vii) Senior Executive Officers 4.10(b) Senior Partners 4.10(b) Series C Preferred Stock 2.2(b) Series C Preferred Stock Purchase Agreement 4.5(a)(vi) Series E Preferred Stock 2.2(c) Series E Preferred Stock Exchange Agreement 4.5(a)(vi) Series F Preferred Stock Recitals Share Dilution Amount 4.8(a)(ii) Shelf Registration Statement 4.5(a)(ii) Term Location of Definition significant subsidiary 2.2(a) Signing Date 2.1(a) Special Registration 4.5(i) Stockholder Proposal 3.1(b) subsidiary 5.7(a) Tax; Taxes 2.2(o) Termination Date 1.4 Transfer 4.4 Transfer Agent 1.7 Trust 1.4 underwritten 4.5(o) Warrant Recitals Warrant Shares 2.2(d) SECURITIES PURCHASE AGREEMENT Recitals:
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Purchase Recitals. Purchased Assets 2.1 Purchased St. Lucia Hydrocarbon Inventory 2.1(j) Purchased St. Lucia Hydrocarbon Inventory Count 3.1(c) Purchased St. Lucia Hydrocarbon Inventory Report 3.1(c) Purchaser Preamble Purchaser Disclosure Letter Article V Purchaser Indemnitees 8.2 Purchaser Savings Plan 6.8(c) Real Property Leases 4.5(b) Reduction Amount 6.12(a) Releasee 8.10 Releasor 8.10 Removal Period 6.21(b) Seller Preamble Seller 401(k) Plan 6.8(c) Seller Corporate Policies 6.13(a) Seller Disclosure Letter Article IV Seller Indemnitees 8.3 Seller’s Marks 6.16 Seller’s Proposed Calculations 3.2(a) Seller Vacation Policy 6.8(d) St. Lucia Field Inspector 3.1(c) St. Lucia Financial Statements 4.17(a) Tank Bottom Inventory Count 6.21(a) Tank Bottom Inventory Report 6.21(a) Third-Party Claim 8.7(a) Transfer Taxes 6.10(a) Transition Services Agreement 6.11 Union Plan 4.9(e) Update Schedule 6.6(a) WARN 6.9
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Purchase Recitals. Purchase Price 2.1 RAP 1.1 Redemption Date 6.10(a) Regular Record Date Face of Senior Subordinated Security Regulatory Agreement 3.1(s) Relevant Period 2.3(f) Schedules Recitals SCP Notice 2.3(n) SEC 3.1(k) Secondary Capital Account 6.12(a) Secondary Capital Plan 2.3(n) Term Location of Definition Section 4.1(e) Employee 4.1(e)
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Purchase Recitals. RECITALS -------- It is agreed between BUYER and SELLER that the SELLER shall exchange 80% shares of stock for BUYER'S 292,565 shares of stock.
Sample 1
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Purchase Recitals. Purchase Price 1.1 Purchased Securities Recitals Register, registered, and registration 4.5(k)(ii) Registrable Securities. 4.5(k)(iv) Registration Expenses 4.5(k)(v) Regulatory Agreement 2.2(s) road shows 4.5(c)(x) Rules 144, 144A, 159A, 404 and 415 4.5(k)(vi) SEC 2.1(b) Securities Act 2.2(a) SECURITIES ACT 4.2(b) Selling Expenses 4.5(k)(vii) Senior Executive Officers 4.10(a) Share Dilution Amount 4.8(a)(ii) Shelf Registration Statement 4.5(a)(ii) Signing Date. 2.1(a) Special Registration 4.5(i) subsidiary 5.7(a) TARP Recitals Tax 2.2(o) Transfer 4.4 U.S. Lobbying Policy 4.10(d) under common control with 5.7(b) Vested Benefits 4.10(a) Warrant Recitals Warrant Shares 2.2(d) vi SECURITIES PURCHASE AGREEMENT, dated January 15, 2009 (this “Agreement”), between Bank of America Corporation, a Delaware corporation (the “Company”), and the United States Department of the Treasury (the “Investor”).
Sample 1

Related to Purchase Recitals

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Adjustment for Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Adjustment to Purchase Price The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Offer to Purchase upon Change of Control Upon the occurrence of a Change of Control, the Issuers will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuers commence an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuers to effect such Offer to Purchase, so long as the Issuers have used and continue to use their commercial best efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Issuers shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Purchase Date, the Issuers shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuers will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.

  • Issue in Substitution for Warrant Certificates Lost, etc (1) If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

  • Adjustment for Change in Capital Stock If the Company:

  • Adjustment for Rights Issue If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

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