Purchase, Sale and Issuance of Notes Sample Clauses

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions herein and in the applicable Terms Agreement and in reliance upon the covenants, representations and warranties herein set forth, the Company agrees to cause the Issuer to sell and deliver to the several Underwriters as hereinafter provided, and each Underwriter agrees upon the basis of the representations, warranties and covenants herein contained, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter’s name in the applicable Terms Agreement. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made to the Company or to its order by wire transfer of same day funds at 10:00 a.m., New York City time, on the Closing Date (as hereinafter defined), or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made against delivery to the Representatives, for the respective accounts of the several Underwriters of the Notes, registered in the name of Cede & Co., as nominee of The Depository Trust Company and in such denominations as the Representatives shall request in writing not later than two full Business Days before the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Company. The Notes will be made available for inspection by the Underwriters at the location of the Closing (as described in the Terms Agreement) not later than 1:00 p.m., New York City time, on the Business Day before the Closing Date. The time and date of such payment for the applicable Notes are referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a Saturday or a Sunday or a day on which banks are permitted or required to be closed in New York, New York, Richmond, Virginia or Falls Church, Virginia.
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Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibit. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibit. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Section, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the Underwriters, shall be as set forth in Section 4 of the Terms Exhibit. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters for their respective accounts through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of the Issued Notes available for inspection by the Representative in New York, New York, not later than 12:00 p.m. New York City time on the Business Day prior to the Closing Date, or such other date and time as the Representative and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.
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Purchase, Sale and Issuance of Notes. Subject to the terms and conditions herein and in the applicable Terms Agreement and in reliance upon the covenants, representations and warranties herein set forth, the Company agrees to cause the Issuer to sell and deliver to the several Underwriters as hereinafter provided, and each Underwriter agrees upon the basis of the representations, warranties and covenants herein contained, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter’s name in the applicable Terms Agreement. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made to the Company or to its order by wire transfer of same day funds at 10:00 a.m., New York City time, on the Closing Date (as hereinafter defined), or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in
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Purchase, Sale and Issuance of Notes. Subject to the terms and conditions herein and in the applicable Terms Agreement and in reliance upon the covenants, representations and warranties herein set forth, the Company agrees to cause the Issuer to sell and deliver to the several Underwriters as hereinafter provided, and each Underwriter agrees upon the basis of the representations, warranties and covenants herein contained, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter’s name in the applicable Terms Agreement. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made to the Company or to its order by wire transfer of same day funds at 10:00 a.m., New York City time, on the Closing Date (as hereinafter defined), or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made against delivery to the Representatives, for the respective accounts of the several Underwriters of the Notes, registered in the name of Cede & Co., as nominee of The Depository Trust Company and in such denominations as the Representatives shall request in writing not
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Purchase, Sale and Issuance of Notes. Subject to the terms and conditions herein and in the applicable Terms Agreement and in reliance upon the covenants, representations and warranties herein set forth, the Company agrees to cause the Issuer to sell and deliver to the several Underwriters as hereinafter provided, and each Underwriter agrees upon the basis of the representations, warranties and covenants herein contained, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite
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Purchase, Sale and Issuance of Notes. Subject to the terms and conditions herein and in the applicable Terms Agreement and in reliance upon the covenants, representations and warranties herein set forth, the Company agrees to cause the Issuer to sell and deliver to the Underwriter as hereinafter provided, and the Underwriter agrees upon the basis of the representations, warranties and covenants herein contained, to purchase the initial principal amount of the Notes set forth opposite its name in the applicable Terms Agreement. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made to the Company or to its order by wire transfer of same day funds at 10:00 a.m., New York City time, on the Closing Date (as hereinafter defined), or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made against delivery to the Underwriter, for the account of the Underwriter of the Notes, registered in the name of Cede & Co., as nominee of The Depository Trust Company and in such denominations as the Underwriter shall request in writing not later than two full Business Days before the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriter of the Notes duly paid by the Company. The Notes will be made available for inspection by the Underwriter at the location of the Closing (as described in the Terms Agreement) not later than 1:00 p.m., New York City time, on the Business Day before the Closing Date. The time and date of such payment for the applicable Notes are referred to herein as the “Closing Date.” As used herein, the term “Business Day” means any day other than a Saturday or a Sunday or a day on which banks are permitted or required to be closed in New York, New York, Richmond, Virginia or Falls Church, Virginia.
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Purchase, Sale and Issuance of Notes 
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Related to Purchase, Sale and Issuance of Notes

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • 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 Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Purchase, Sale and Delivery of Notes (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York City time) on April 26, 2012 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture.

  • Issuance of Notes The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.

  • Upon Issuance of Additional Securities Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

  • Offering of Notes Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person other than institutional investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • 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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