Sale and Purchase of the Securities Sample Clauses

Sale and Purchase of the Securities. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to each Purchaser, severally and not jointly, and each such Purchaser shall purchase and acquire from the Company at the Closing, (i) an aggregate number of Preferred Shares and (ii) Warrants to purchase an aggregate number of shares of Company Common Stock (such Preferred Shares and Warrants, together, the “Securities”), in each case as listed opposite such Purchaser’s name on Schedule 1 hereto for the purchase price set forth opposite such Purchaser’s name on Schedule 1 attached hereto (such price, the “Purchase Price”).

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposit...

Sale and Purchase of the Securities. On the basis of the representations, warranties and agreements herein contained, the Corporation proposes to issue and sell the Securities. All of the Securities will be purchased by the Underwriters for resale upon the terms of the offering determined herein and in the Underwriting Agreement. The obligations of the Underwriters under this Agreement are several and not joint.

Sale and Purchase of the Securities. 2.1 Upon the terms and subject to the conditions herein contained, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company at the Closing (as defined in Section 3), that number of Ordinary Shares and Warrants calculated in accordance with Schedule I hereto (the “Purchase Schedule”) for the purchase price equal to A$0.0390 per Ordinary Share. The total purchase price to be paid by the Purchaser, being USD$7,500,000.00, shall be referred to as the “Aggregate Purchase Price.” 2.2 At or prior to the Closing, the Purchaser will pay the purchase price set forth opposite the Purchaser’s name on Schedule I by wire transfer of immediately available funds in U.S. Dollars and in accordance with wire instructions provided by the Company to the Purchaser prior to the Closing. On or before the Closing, the Company will instruct its transfer agent to make book-entry notations representing the Securities (being entries in the applicable sub-register of the Company’s register of members), in each case against delivery of the Aggregate Purchase Price. The foregoing notwithstanding, if the Purchaser has indicated to the Company at the time of execution of this Agreement a need to settle on a “delivery versus payment” basis, then the Company shall either deliver to the Purchaser (or the Purchaser’s designated custodian) the original stock certificates or make a book-entry notation reflecting ownership of the Securities whereupon following receipt of such certificate(s) or written confirmation from the Company’s transfer agent that a book-entry notation has been made, then the Purchaser shall then promptly wire the Aggregate Purchase Price as provided in this Section 2.

Sale and Purchase of the Securities. The Company agrees to sell to you, and you, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agree to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities also set forth in Schedule I hereto.

Sale and Purchase of the Securities. Subject to the terms and conditions of this Agreement, at the Closing: (a) the Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,728,752 shares of Company Common Stock (the “Purchased Common Shares”), and the Purchaser shall purchase and acquire from the Company such Purchased Common Shares for an aggregate consideration of $21,830,016 (the “Common Stock Purchase Price”), at a per share price equal to $8.00, so that the Purchaser will hold 19.99% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock of as of such time but without giving effect to the Purchaser’s ownership of Purchased Preferred Shares for purposes of calculating the Purchaser’s 19.99% holdings) immediately upon Closing); (b) the Company shall issue and sell to the Purchaser, free and clear of any and all Liens (except for transfer restrictions imposed by applicable securities Laws), 2,385,624 shares of Series B Preferred Stock (the “Purchased Preferred Shares”), which shall be convertible into 4,771,248 shares of Company Common Stock upon the Stockholder Approval (subject to adjustment in accordance with the Certificate of Designations), and the Purchaser shall purchase and acquire from the Company such Purchased Preferred Shares for an aggregate consideration of $38,169,984 (the “Preferred Stock Purchase Price”, and together with the Common Stock Purchase Price, the “Aggregate Consideration”), at a per Series B Preferred Stock price equal to $16.00, so that the Purchaser will hold 40.71% of the total issued and outstanding Company Common Stock on a fully diluted basis (assuming the conversion of the Purchased Preferred Shares into Company Common Stock as of such time) immediately upon Closing; (c) the Company and the Purchaser agree and acknowledge that the Aggregate Consideration for this Transaction shall be determined on the basis of the following assumptions: (i) the Company’s net book value per share of Company Common Stock based on the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 (“Actual 2016 Net Book Value”) will not be lower than $8.00; and (ii) the 2017 EBITDA (as such term is defined in the ▇▇▇▇ ▇▇▇▇▇▇▇) of the Company will not be lower than $22,000,000. Pursuant to the terms of the ▇▇▇▇ ▇▇▇▇▇▇▇, if the Actual ...

Sale and Purchase of the Securities. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule II hereto. The obligations of the Underwriters under this Agreement are several and not joint.

Sale and Purchase of the Securities. In reliance upon the representations and warranties made herein, Seller agrees to sell the Securities to Purchasers, and Purchasers agree, severally and not jointly, to purchase the Securities from Seller.

Sale and Purchase of the Securities. Subject to the terms and conditions set forth in this Agreement, each Investor hereby subscribes for and agrees to acquire from the Company at the Closing, and the Company hereby agrees that it shall issue to each Investor at the Closing, free and clear of any Encumbrances, the number of shares of Common Stock set forth opposite such Investor’s name on Schedule 1 hereto against payment of the purchase price (the “Purchase Price”) set forth on Schedule 1 hereto. Each Investor acknowledges that the Securities acquired hereunder are subject to restrictions on transfer under both the federal securities laws of the U.S. and applicable state securities laws in the U.S.