Agreement to Sell and Purchase Sample Clauses

Agreement to Sell and Purchase. (a) The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Share, the number of Firm Shares set forth opposite their respective names on Schedule I to this Agreement.
Agreement to Sell and Purchase. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the “Property”):
Agreement to Sell and Purchase. Seller agrees to sell to Purchaser, and Xxxxxxxxx agrees to purchase from Seller, subject to the terms and conditions of this Agreement, that certain real (immovable) property consisting of land and all the building and other improvementssituated thereon and located at 000 X 0xx Xxxxxx, Xxxxxxx, Xxxxxxxxx, all as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with any predial servitudes, easements and appurtenances pertaining thereto (collectively, the “Property”), but excluding any equipment, trade fixtures and personal property, including, without limitation, the signage or other marks of Seller’s name, logo or brand that Seller may elect to remove prior to Settlement (as hereinafter defined). Purchaser acknowledges that Sellerbecamethe ownerof the Property as a result of various corporate acquisitions and/or mergers, and that Seller has no direct, first-hand knowledge or familiarity with, and Seller hereby specifically disclaims and makes no representations or warranties whatsoever with respect to, the title, dimensions or legal description of the Property, including, without limitation, whether the legal description of the Property is over-inclusive or under- inclusive or in any other manner inaccurate, incomplete or defective. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller will remove its security system and equipment from the Property on or prior to the Settlement Date (as defined below), and in so doing, Seller shall leave any wires protruding from the walls in a visible, accessible and wrapped condition. Seller shall be entitled, but not required, to leave in the Property any existing vaults, vault doors and associated equipment, teller counters and safety deposit boxes.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, the Note. The sale of the Note on the Closing Date shall be known as the “Offering.” The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable upon exercise of the Warrant are referred to as the “Securities.”
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, a Note in the aggregate principal amount of $3,000,000 convertible in accordance with the terms thereof into shares of the Company's Common Stock in accordance with the terms of the Note and this Agreement. The Note purchased on the Closing Date shall be known as the "Offering." A form of the Note is annexed hereto as Exhibit A. The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable in payment of the Note, upon conversion of the Note and upon exercise of the Warrant are referred to as the "Securities."
Agreement to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $[●] a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. For the period specified below (the “Restricted Period”), the Company will not, directly or indirectly, take any of the following actions with respect to any shares of its stock or any securities convertible into or exchangeable or exercisable for ...
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Agreement to Sell and Purchase. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter named below, and each Underwriter, severally and not jointly, agrees to purchase from the Company at the purchase price per share for the Firm Shares to be agreed upon by the Representatives and the Company in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule I may be attached to the Price Determination Agreement.
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof.
Agreement to Sell and Purchase. Section 2.1 Sale and Purchase 6 Section 2.2 Closing 6 Section 2.3 Mutual Conditions 6 Section 2.4 Purchaser’s Conditions 7 Section 2.5 Partnership’s Conditions 7 Section 2.6 Deliveries by the Partnership 8 Section 2.7 Purchaser Deliveries 9 ARTICLE III
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