Sale and Purchase. Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.
Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares se...
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters and the Underwriters, acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective amounts set forth on Schedule A hereto at a purchase price of $2.865 per Share (with the exception of any Shares ("REIG Shares") purchased in the offering by Real Estate Investment Group, L.P. ("REIG"), which shall be purchased by the Underwriters from the Company at a purchase price of $3.00 per Share). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Firm Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Representatives may determine. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations and warranties 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 Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares (with the exception of any Additional Shares purchased by REIG, which shall be purchased by the Underwriters from the Company at the same purchase price per Share as the REIG Shares). This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “additional time of purchase”); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day afte...
Sale and Purchase. Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Property on the terms and subject to the conditions of this Agreement.
Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as hereinafter defined), the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of US$ 300 per share.
Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase the Shares from Seller.
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $9.80
Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.
Sale and Purchase. 2.1 Upon and subject to the terms and conditions of this Agreement, the Vendor as legal and beneficial owner of the Sale Share, shall sell or procure the sale of, and the Purchaser shall purchase, the Sale Share free from all claims, charges, liens, options, encumbrances and equities of any kind whatsoever but together with all rights attached, accrued or accruing thereto and all dividends and distributions declared, made or paid or agreed to be made or paid thereon after the date hereof.
Sale and Purchase. Subject to the terms and conditions of this Agreement and the Permitted Encumbrances, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase and pay for the Assets.
