Sale and Purchase of Common Shares. (a) Subject to the terms and conditions of this Agreement, on the Pilot Equity Issuance Date, in consideration for the undertakings of ALPA, the Delta MEC and the Northwest MEC contained herein, Delta will cause the Merged Company to issue (i) for the benefit of the members of the Delta Pilot Group who are Eligible Pilots, shares of common stock in the Merged Company in an amount equal, in the aggregate, to 3.5% of the outstanding equity capitalization of the Merged Company on the Merger Agreement Effective Date and (ii) for the benefit of the members of the Northwest Pilot Group who are Eligible Pilots, shares of common stock in the Merged Company in an amount equal, in the aggregate, to 2.38% of the outstanding equity capitalization of the Merged Company on the Merger Agreement Effective Date (the shares issued pursuant to clauses (i) and (ii), collectively, the “Pilot Shares”), in each case determined on a fully-diluted basis. (For purposes of this Agreement, “fully-diluted basis” means taking into account the maximum number of shares issued or issuable in respect of obligations outstanding as of the Merger Agreement Effective Date, whether voting or non-voting, whether restricted or unrestricted, whether issuable pursuant to options, warrants, convertible securities or exchangeable securities or otherwise, without regard to vesting, including any such shares that may be issued, issuable or reserved for issuance pursuant to the respective plans of reorganization of Delta and NWA, provided, however, that the number of shares issuable pursuant to options, warrants, or securities convertible or exchangeable into shares of common stock shall be calculated based on the “treasury stock method” of calculating diluted earnings per share under Statement of Financial Accounting Standards No. 128 as in effect as of the date hereof ). Delta will use reasonable best efforts to cause the Pilot Shares to be authorized for listing on the New York Stock Exchange (“NYSE”), upon official notice of issuance, by no later than the Merger Agreement Effective Date.
Sale and Purchase of Common Shares. (1) Subject to and in accordance with the terms and conditions of this Agreement, at the closing of the Stock Purchase Transaction, the Company shall issue, sell, transfer and deliver to Buyer, free and clear of any Encumbrances, and Buyer shall purchase and acquire from the Company, for $35.0 million (the “Stock Purchase Price”), Common Shares equal to 33.3% of the Fully Diluted Capitalization as of the First Stage Closing (after giving effect to the First Stage Closing) (the “First Stage Shares”), payable as provided in Section 2.4.
Sale and Purchase of Common Shares. Upon the terms and subject to the conditions of this Agreement, each of the Seller shall (i) convert the number of preferred shares of the Company as set forth opposite such Seller’s name in Exhibit A hereto into the Common Shares on the basis of the then effective conversion ratio of 1:1 immediately prior to each Closing and (2) at each Closing, the Purchaser shall purchase the number of Common Shares converted from the preferred share as set forth in this Section 1.1(i) from each of the Seller (collectively, the “Purchased Shares”) at a price per Common Share equal to the Offer Price (as defined below), free and clear of all liens or encumbrances (except for restrictions arising under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or created by virtue of this Agreement). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering (the “Final Prospectus”) divided by the number of Common Shares represented by one ADS.
Sale and Purchase of Common Shares. 142302146.1
Sale and Purchase of Common Shares. On the terms and subject to the conditions contained herein, at the Closing, each Common Holder shall sell to the Purchaser, and the Purchaser shall purchase from such Common Holder, the number of Common Shares shown opposite such Common Holder’s name, respectively, on Schedule 1.1 for a price per share equal to the Per Share Common Consideration. The Per Share Common Consideration to be received at the Closing by each Common Holder in respect of all of the Common Shares held by such Common Holder immediately prior to the Closing shall, pursuant to Section 1.6(c) and Section 2.2(c)(iii), be reduced by (A) such Common Holder’s Pro Rata Escrow Portion of the Escrow Amounts in respect of such Common Shares, and (B) such Common Holder’s Pro Rata Escrow Portion of the Securityholder Expense Amount in respect of such Common Shares. 1.2
Sale and Purchase of Common Shares. Subject to the terms and conditions set forth herein, and pursuant to the Stock Purchase Plan, at the Closing, the Company shall issue and sell to the Common Stock Purchasers, and the Common Stock Purchasers shall purchase from the Company, 450,000 shares of Common Stock (the "Common Shares") for an aggregate consideration of $450.00, with each Common Stock Purchaser purchasing the number of Common Shares allocated under the Stock Purchase Plan as set forth opposite their names on Schedule I hereto at a price of $0.001 per share.
Sale and Purchase of Common Shares
