Second Purchase and Sale Sample Clauses

Second Purchase and Sale. Upon the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in Sections 4 and 5, on the fifth business day after the Special Stockholders' Meeting (as defined on Section 7.1(b)) or such other place and on such date as agreed upon by the parties hereto, each Purchaser shall severally purchase from the Company, and the Company shall issue and sell to each of the Purchasers, at the Second Closing (as defined in Section 2.2), the number of Units set forth opposite the name of such Purchaser in SCHEDULE 1.3 (which Schedule will be completed after the date of this Agreement pursuant to the joinder agreement attached hereto as EXHIBIT F) at a purchase price of $2,000 per Unit for an aggregate purchase price in the amount set forth opposite the name of such Purchaser in SCHEDULE 1.3. Such Units are referred to herein as the "Additional Units."
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Second Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Second Closing (as defined below), the Trust shall (and Westerman shall cause the Trust to) sell, assign, transfer, convey anx xxxxxxx to each of the Buyers, the number of Shares set forth opposite such Buyer's name under the heading "Number of Second Purchased Shares" on Schedule A hereto (collectively, the "Second Purchased Shares"), and each of the Buyers shall purchase such Shares from the Trust at a price of $15.00 per Share, subject to adjustment as provided in Section 2.02. The Buyers may, by notice to the Trust prior to the Second Closing, elect that the Second Purchased Shares and the consideration payable therefor pursuant to Section 2.02 be allocated among the Buyers other than as set forth on Schedule A.
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Second Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, each of the Sellers agree to sell their Pro Rata Percentage of the remaining number of Shares held by them after the Buyers' compliance with the requirements of the HSR Act and/or the expiration or early termination of the applicable waiting period under the HSR Act (the "HSR Condition") less any Shares the purchase of which would require the prior receipt of an order or consent from the Virginia State Corporation Commission approving the transactions contemplated hereby (the "VSCC Condition") (such remaining number of Shares collectively, the "Second Closing Shares"), severally and not jointly, to the Buyers, and each of the Buyers, severally and not jointly, agrees to purchase the Second Closing Shares at the Second Closing, but in no event shall any Buyer be required to purchase Second Closing Shares which, when aggregated with any Initial Closing Shares purchased by such Buyer, would be in excess of such Buyer's Maximum Amount. The per share purchase price for the Second Closing Shares (the "Second Closing Purchase Price") shall be equal to (i) $26.50 plus (ii) interest on $26.50 at a rate of 8% per annum calculated on a daily basis from the Initial Closing Date to the Second Closing Date, and shall be payable in cash by the Buyers at the Second Closing as provided in Section 2.04(b).
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Second Purchase and Sale. Subject to the terms and conditions set forth herein, at Camner's election and request, which shall take place no sooner than six months and no later than seven months after the Initial Closing, Ford shall sell, assign, transfer and deliver to Camner, and Camner shall purchase from Ford, all of her right, title and interest in and to 80,875 shares of Class B Stock (the "Second Shares"), free and clear of Liens.
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Second Purchase and Sale 
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Related to Second Purchase and Sale

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

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