Sale and Purchase of Shelf Notes Sample Clauses

Sale and Purchase of Shelf Notes. (a) Master Note Facility. Each Investor Group Representative, severally and not jointly, is willing to consider, in its sole discretion and within limits which may be authorized for its purchase or the purchase by an Investor Group Affiliate from time to time, the purchase of Shelf Notes pursuant to this Agreement; provided that in no event shall the aggregate principal amount of Shelf Notes purchased by any Investor Group Affiliate and then outstanding exceed the amount specified for the applicable Investor Group on Schedule B. The willingness of the Investor Group Representatives to consider such purchase of Shelf Notes is herein called the “Master Note Facility.” At any time, the aggregate maximum principal amount of Shelf Notes stated in Section 1, minus the aggregate original principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate original principal amount of Accepted Notes which have not yet been purchased and sold hereunder prior to such time, plus the aggregate principal amount of Shelf Notes repaid or prepaid pursuant to this Agreement prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF AN INVESTOR GROUP REPRESENTATIVE TO CONSIDER PURCHASES OF SHELF NOTES BY ITSELF OR AN INVESTOR GROUP AFFILIATE, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ANY INVESTOR GROUP REPRESENTATIVE NOR ANY AFFILIATE THEREOF SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE MASTER NOTE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY ANY INVESTOR GROUP REPRESENTATIVE OR ANY AFFILIATE THEREOF.
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Sale and Purchase of Shelf Notes. SUBSIDIARY GUARANTY 2 Section 2.1 Sale and Purchase of Shelf Notes 2 Section 2.2 Subsidiary Guaranty 7 SECTION 3. CLOSING 7 Section 3.1 Facility Closings 7 Section 3.2 Rescheduled Facility Closings 7 SECTION 4. CONDITIONS TO CLOSING 8 Section 4.1 Representations and Warranties 8 Section 4.2 Performance; No Default 8 Section 4.3 Compliance Certificates 8 Section 4.4 Subsidiary Guaranty and Confirmations 9 Section 4.5 Opinions of Counsel 9 Section 4.6 Purchase Permitted By Applicable Law, Etc 10 Section 4.7 Sale of Other Notes 10 Section 4.8 Payment of Fees 10 Section 4.9 Private Placement Number 10 Section 4.10 Changes in Corporate Structure 10 Section 4.11 Proceedings and Documents 11
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Sale and Purchase of Shelf Notes 
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Related to Sale and Purchase of Shelf Notes

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • 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.

  • 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 $15.00

  • Sale and Purchase On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

  • 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:

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • 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.

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

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