Sale and Purchase of Securities Sample Clauses
The 'Sale and Purchase of Securities' clause defines the agreement between parties regarding the transfer of ownership of specific securities. It typically outlines the types and quantities of securities being sold, the purchase price, and the timing and method of delivery and payment. This clause ensures both parties are clear on the terms of the transaction, thereby reducing the risk of disputes and providing a legal framework for the exchange.
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Sale and Purchase of Securities. (a) The Issuer and the Guarantor acknowledge that the Existing Notes have been transferred to Holdings II and that the Existing Notes have been exchanged for Tranche A Notes. The Issuer and the Guarantor further acknowledge that, prior to the effectiveness of this Agreement, each Existing Purchaser severally purchased additional Tranche A Notes in the principal amount opposite such Existing Purchasers name on Exhibit E-1 attached hereto, and as a result, the Existing Purchasers have heretofore fully satisfied and discharged their several commitments to purchase notes under the First Amended Purchase Agreement. As set forth in Exhibit E-1, for avoidance of doubt, all Tranche A Notes are Notes under this Agreement and the holders thereof are Holders under this Agreement.
(b) Subject to the terms and conditions of the First Amended Purchase Agreement, prior to the Initial Closing, the Issuer has sold to the Existing Purchasers the principal amount of Tranche A Notes set forth opposite such Existing Purchaser’s name on Exhibit E-1 attached hereto and, in consideration for the agreements of each Existing Purchaser set forth in the First Amended Purchase Agreement, the Issuer has issued to such Existing Purchaser the number of Common Shares set forth opposite such Existing Purchaser’s name on Exhibit E-1 attached hereto.
(c) Subject to the terms and conditions of this Agreement, at the Initial Closing, the Issuer will issue and sell to the Indigo Purchasers, Holdings III and Holdings III-A, and the Indigo Purchasers, Holdings III and Holdings III-A will, severally and not jointly, at the Initial Closing, purchase from the Issuer the principal amount of Tranche B Notes set forth opposite their respective names on Exhibit E-2 attached hereto at the aggregate purchase price set forth opposite their respective names on Exhibit E-2 attached hereto and, in consideration for the agreements of the Indigo Purchasers set forth herein, the Issuer shall issue to the Indigo Purchasers, at the Initial Closing, the number of Common Shares set forth opposite their respective names on Exhibit E-2 attached hereto at a purchase price of $0.02 per share.
(d) Following the Initial Closing, and subject to the terms and conditions of this Agreement, if, at any time on or before the earlier of (i) the consummation of an Initial Public Offering, (ii) the consummation of a Change in Control or (iii) December 31, 2008, the Issuer’s Unrestricted Cash Balance on the last day of a calendar m...
Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from the Seller, 44,247 shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price of $1.13 per share, for an aggregate purchase price of $49,999.11. The Seller and ▇▇▇▇ and the Purchaser each acknowledges and agrees that the per share purchase price for the Shares has been determined in accordance with the Buy-Sell Agreement and that such purchase price represents a fair value of the Shares.
Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $1.80
Sale and Purchase of Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of % of the principal amount thereof, plus accrued interest, if any, from , 20 to the Closing Time, the principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject to, in each case, such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.
Sale and Purchase of Securities. (a) At the Closing provided for in Section 2.02(b), subject to the terms and conditions of this Agreement, the Issuer will issue and sell to the Holders indicated on Schedule 2.02, free and clear of any and all Liens, and each such Holder will purchase from the Issuer:
(1) Notes in the principal amount specified opposite such Holder’s name on Schedule 2.02, at a purchase price specified for such Notes opposite such Holder’s name on Schedule 2.02, and
(2) Warrants to purchase shares of Voting Common Stock in the number specified opposite such Holder’s name on Schedule 2.02, at a purchase price specified for such Warrants opposite such Holder’s name on Schedule 2.02.
(b) The sale and purchase of the Securities shall occur at the offices of Irell & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 12:00 p.m., pacific time, at a closing (the “Closing”) on August 28, 2006 or at such time or on such other Business Day thereafter as may be agreed upon by the Issuer and the Holders. At the Closing, the Issuer will deliver to the Holders the Securities to be purchased by the Holders in the form of one or more Notes in denominations of at least $100,000 and one or more Warrants, each dated the date of the Closing and registered in the name of the applicable Holder (or in the name of such Holder’s nominee), against delivery by the Holders to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer to an account specified by the Issuer in writing at least three days before Closing. If at the Closing, the Issuer shall fail to tender any Security to any Holder as provided above in this Section 2.02, or any of the conditions specified in Section 5.01 shall not have been fulfilled to such Holder’s satisfaction, such Holder shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Holder may have by reason of such failure or such nonfulfillment.
Sale and Purchase of Securities. The Company will issue to you as consideration under the Asset Purchase Agreement and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein and in the other Operative Documents, you will accept from the Company, at the Closing specified in section 4, such Securities as are specified on that portion of Schedule I attached hereto as is applicable to you.
Sale and Purchase of Securities. Upon the terms and subject to the conditions contained herein, on the Closing Date, each Seller agrees to sell to Purchaser, free and clear of any and all Liens, and Purchaser agrees to purchase from each Seller, the Securities owned by such Seller and listed on Exhibit A hereto.
Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, the number of Preferred Shares set forth opposite such Purchaser's name in Schedule A hereto, at the purchase price set forth opposite such Purchaser's name in Schedule A hereto.
Sale and Purchase of Securities. Subject to the terms and conditions hereof, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, the Preferred Shares at a purchase price of $2.50 per share (the "Per Share Purchase Price"). In addition, Purchasers shall receive 400,000 Warrants exercisable at a price per share of $3.125 (the "Warrant Exercise Price"). The aggregate purchase price for the Preferred Shares and the Warrants shall be $1,000,000.00 (the "Aggregate Purchase Price").
Sale and Purchase of Securities. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 3.1 hereof), the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Company for the Purchase Price (as defined in Section 2.1 hereof) (i) 11% Senior Subordinated Secured Convertible Promissory Notes in the aggregate principal amount of $25,000 (the “Notes”) and (ii) warrants to purchase Twenty-Five Thousand (25,000) shares (subject to adjustment as described therein), of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $0.30 per share (subject to adjustment as described therein), of the Company’s Common Stock (each a “Warrant” and collectively the “Warrants”). The Notes and Warrants shall hereinafter sometimes be collectively referred to as the “Securities.” The names, addresses and principal amount of Notes purchased and Warrants received by the Purchaser shall be set forth on Schedule 1.1 hereto.