Sale and Delivery Sample Clauses

Sale and Delivery. (a) Upon the terms and subject to the conditions set forth herein, and conditioned upon the consummation of the Initial Closing, in reliance upon the representations and warranties of the Management Investor hereinafter set forth, and for the purchase price described in Section 2(b), the Company shall issue, sell and deliver to the Management Investor pursuant to the Rights Offering, and the Management Investor shall purchase from the Company pursuant to the Rights Offer, an aggregate of $1,667,000 in stated value (at $1.00 per share) of Series C Preferred Stock (such shares of Series C Preferred Stock are referred to collectively herein as the "Shares") at the price per share at which Series Preferred Stock is offered in the Rights Offer, subject to the terms and conditions of the Rights Offering. (b) The purchase price for the Shares purchased by the Management Investor shall be paid by delivery by the Management Investor to the Company of a 6.5% promissory note having an original principal amount equal to such amount (the "Note"), the form of which Note is attached hereto as Exhibit A. (c) The purchase and sale of Shares by the Management Investor shall occur at the time and place provided for in the Rights Offer, and at the closing of such purchase and sale of Shares by the Management Investor: (i) the Company shall deliver to the Management Investor certificates representing the Shares, duly endorsed for transfer, transferring to the Management Investor good and marketable title to such Shares, free and clear of all liens and encumbrances; and (ii) the Management Investor shall deliver to the Company: (A) any documents required to be submitted by a Company shareholder desiring to participate in the Rights Offer; (B) the Note; and (C) a pledge agreement (the "Pledge Agreement") substantially in the form attached hereto as Exhibit B, pursuant to which Pledge Agreement, among other things, the Management Investor's obligations under the Note shall be secured by a pledge of (i) the Shares, (ii) the shares of Common Stock that may be acquired upon conversion of the Shares (the "Underlying Common Shares"), and (iii) certain other collateral described therein.

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof) at the price set forth on Schedule I, plus accrued interest, if any, from May 17, 2010. (b) The Notes to be purchased by each Underwriter hereunder will be represented by registered global notes in book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty eight hours prior to the Closing Date by the Company to the Representatives, by causing DTC to credit the Notes to the account of one or more of the Representatives, as designated prior to the Closing Date, at DTC. The Company will cause the global certificates representing the Notes to be made available to the Representatives, acting on behalf of the Underwriters, for checking at least twenty four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on May 17, 2010 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.” (c) The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the Notes and any additional documents requested by the Underwriters pursuant to Section 7(k) hereof, will be delivered at such time and date at the offices of Debevoise & Xxxxxxxx LLP, New York, New York or such other location as the Representatives and the Company may agree in writing (the “Closing Location”), and the Notes will be delivered at the Designated Office, all on the Closing Date. A meetin...

Sale and Delivery. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent agree that the Company may from time to time seek to sell Common Shares through the Sales Agent, acting as agent, or directly to the Sales Agent, acting as principal, as follows:

Sale and Delivery. Each Shareholder agrees to sell and deliver to Purchaser, and Purchaser agrees to purchase and accept from each Shareholder, free and clear of all Liens, on the terms and conditions set forth in this Agreement, and for the purchase price described in Section 2.2 below, good and marketable title to the number of Shares set forth opposite the name of such Shareholder on Exhibit "A". The Shares to be sold and purchased pursuant to this Agreement constitute all of the outstanding capital stock of the Company.

Sale and Delivery. (a) Pursuant to a Pricing Agreement applicable to any Designated Securities, and upon the basis of the representations and warranties, and subject to the conditions set forth, in this Agreement, the Company will agree to sell to the several Underwriters named in such Pricing Agreement and such Underwriters will agree to purchase from the Company, severally and not jointly, at the respective purchase prices set forth in the Pricing Agreement: (i) the number of shares of Common Stock, Preferred Stock or Preference Stock, as the case may be, set forth opposite their names in Schedule I to such Pricing Agreement; or (ii) Warrants to purchase the number of Warrant Shares set forth opposite their names in Schedule I to such Pricing Agreement. (b) The Company may specify in the Pricing Agreement applicable to any Designated Securities that the Company thereby grants to the Underwriters the right (an "Overallotment Option") to purchase at their election up to the number of Optional Securities set forth in such Pricing Agreement, on the same terms as the Firm Securities, for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in such Pricing Agreement. (c) The number of Optional Securities to be added to the number of Firm Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the number of Optional Securities that the Company has been advised by the Representatives have been attributed to such Underwriter. If the Company has not been so advised, the number of Optional Securities to be so added shall be, in each case, that proportion of Optional Securities which the number of Firm Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate number of Firm Securities (rounded as the Representatives may de...

Sale and Delivery. Shareholders agree to sell and deliver to Acquirer, and Acquirer agrees to purchase and accept from Shareholders, free and clear of all Liens, on the terms and subject to the conditions set forth in this Agreement, and for the purchase price described in Section 1.2, good and marketable title to the Shares. The Shares to be sold and purchased pursuant to this Agreement will, as of the Closing Date, constitute in the aggregate all of the outstanding capital stock of the Company.

Sale and Delivery to the Underwriters; Closing. The several commitments of the Underwriters to purchase Bonds pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the respective original principal amounts of the Bonds set forth in the applicable Terms Agreement opposite the name of such Underwriter, plus any additional original principal amount of Bonds which such Underwriter may be obligated to purchase pursuant to Section 11 hereof. Delivery of, and payment of the purchase price for, the Bonds shall be made at the office of Andrxxx & Xurtx X.X.P., 1717 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, xx at such other place as shall be agreed upon by you and the Company, at 10:00 A.M. (Dallas time) on the date set forth in the applicable Terms Agreement, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available or next day funds as specified in the Terms Agreement, payable to or upon the order of the Company, against delivery to you for the respective accounts of the Underwriters of the Bonds to be purchased by them. Such Bonds shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. The Bonds will be made available for your examination in Dallas, Texas not later than 10:00 A.M. on the Business Day prior to the Closing Time.

Sale and Delivery. Airline agrees to purchase and take delivery of (20) new spare CF34-8C5 engines ("New Engine") from GE according to the delivery schedule set forth in Attachment A hereto (the "Delivery Schedule").

Sale and Delivery. At the Closing, on the terms and subject to the conditions set forth herein, Seller shall sell and deliver to Buyer the Shares, and Buyer shall purchase and accept the Shares from Seller for the consideration described in Section 2.2.

Sale and Delivery a) Unless otherwise indicated on the quotation, prices include shipping and handling charges. Prices exclude any applicable sales, value added or similar tax payable by Reseller. b) List prices are suggested prices for resale to Customers only and a basis for calculating Net Reseller Price. Reseller has the right to determine its own resale prices, and no Agilent representative will require that any particular resale price be charged by Reseller or grant or withhold any benefits to Reseller based on Reseller’s resale pricing policies. c) Agilent reserves the right to change Agilent list prices at any time. In the event that prices increase, either as a result of Agilent’s list price increase or through applicable discount reductions, such price increases will apply to orders that are received on or after the effective date of the price increase. Agilent will invoice Reseller at the previous lower price for all unshipped orders that were received prior to the effective date of the price increase and all open quotations that Reseller has submitted to Customers. Prices referenced in an Agilent quotation will not be subject to price increases during the validity period of the quotation. Agilent will honor all open quotations that Reseller submitted to a Customer prior to [***] business day after receipt of notice of a price increase. Within [***] business day after receipt of notice of a price increase, new quotes generated by Reseller will reflect the updated price. Reseller's policy is that all quotes are valid for [***] days. If requested, Reseller shall provide a copy of any open quotation where Agilent was required to honor the old price. d) All orders are subject to acceptance by Agilent. Orders are governed by the applicable trade term specified on the quotation or agreed to by Agilent as defined in Incoterms 2010. Product orders must reference this Agreement and be issued during the term of this Agreement. If Reseller requests that Agilent ship Products directly to a Customer. Reseller will specify on the order the Customer’s delivery address and contact information within the Territory. Agilent will not charge any additional fees to the Reseller for shipments made directly to the Customer. e) Delivery is subject to Product availability at the time Reseller's order is received. At any time Agilent may, at its discretion, schedule or reschedule any order, or decline any order for credit reasons, or because the order specifies an unreasonably large quant...