Offer to Subscribe; Purchase Price and Closing; and Placement Fees Sample Clauses

Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to the closing of a purchase and sale of Common Stock as to each purchaser of Common Stock (the “Closing”) set forth in Section 1.2 below, the Subscriber hereby offers to subscribe for and purchase shares of Common Stock, for the aggregate purchase price set forth in Section 8 of this Agreement, all in accordance with the terms and conditions of this Agreement. The Closing shall be deemed to occur when this Agreement has been executed by both the Subscriber and the Company, and full payment for the shares of Common Stock subscribed for shall have been made by the Subscriber, by wire transfer in United States Dollars or as otherwise agreed between the Subscriber and the Company, to the Company as set forth in Section 7.1(a) in consideration for the Company’s delivery of certificates representing the shares of Common Stock so subscribed for.
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Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to closing set forth in Section 1.2 below, Subscriber hereby offers to subscribe for and purchase Preferred Stock and accompanying Conversion Warrants, for the aggregate purchase price in the amount set forth in Section 10 of this Agreement, in accordance with the terms and conditions of this Agreement. Assuming that the Offering Amount and corresponding subscription agreements accepted by the Company are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement and Instructions (the "Escrow Agreement") by and among the Company, First Union National Bank of Georgia (the "Escrow Agent") and the Placement Agent (as defined below) (the "Escrow Account"), the closing of a sale and purchase of Preferred Stock as to each Subscriber (the "Closing") shall be deemed to occur when this Agreement has been executed by both Subscriber and the Company and full payment shall have been made by Subscriber, by wire transfer to the Escrow Account as set forth in Section 7.1(a) for payment in consideration for the Company's delivery of certificates representing the Preferred Stock subscribed for. The parties hereto acknowledge that Swarxx Xxxestments, LLC is acting as placement agent (the "Placement Agent") for this Offering and will be compensated by the Company in cash and warrants to purchase Common Stock. The Placement Agent has acted solely as placement agent in connection with the Offering by the Company of the Preferred Stock pursuant to this Agreement. The information and data contained in the Disclosure Documents (as defined in Section 2.2.4) have not been subjected to independent verification by the Placement Agent, and no representation or warranty is made by the Placement Agent as to the accuracy or completeness of the information contained in the Disclosure Documents.
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Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to the closing of a purchase and sale of Common Stock as to each purchaser of Common Stock (the "Closing") set forth in Section 1.2 below, the Subscriber hereby offers to subscribe for and purchase shares of Common Stock pursuant to the terms and conditions of this Agreement.
Sample 1
Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to the closing of a purchase and sale of Preferred Stock as to each purchaser of Preferred Stock (the "Closing") set forth in Section 1.2 below, the Subscriber hereby offers to subscribe for and purchase shares of Preferred Stock, for the aggregate purchase price set forth in Section 8 of this Agreement, all in accordance with the terms and conditions of this Agreement. Assuming that funds representing the Offering, together with corresponding subscription agreements are delivered to the Company, the Closing shall be deemed to occur when this Agreement has been executed by both the Subscriber and the Company, and full payment for the shares of Preferred Stock subscribed for shall have been made by the Subscriber, by wire transfer in United States Dollars, to the Company's Account as set forth in Section 7.1(a) in consideration for the Company's delivery of certificates representing the shares of Preferred Stock so subscribed for.
Sample 1
Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to the closing of a purchase and sale of Preferred Stock as to each purchaser of Preferred Stock (the "Closing") set forth in Section 1.2 below, the Subscriber hereby offers to subscribe for and purchase shares of Preferred Stock, for the aggregate purchase price set forth in Section 9 of this Agreement, all in accordance with the terms and conditions of this Agreement. Assuming that funds representing the Offering, together with corresponding subscription agreements accepted by the Company, are deposited into the Company's designated escrow account for this Offering (the "Escrow Account"), the Closing shall be deemed to occur when this Agreement has been executed by both the Subscriber and the Company, and full payment for the shares of Preferred Stock subscribed for shall have been made by the Subscriber, by wire transfer in United States Dollars, to the Escrow Account as set forth in Section 7.1(a) and forwarded by wire transfer to the Company, in consideration for the Company's delivery of certificates representing the shares of Preferred Stock so subscribed for. The parties hereto acknowledge that X.X. Xxxxx Enterprises, Inc. is acting as the placement agent (the "Placement Agent") for the placement of the Preferred Stock and will be compensated by the Company in cash.
Sample 1
Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to Subscriber's obligations set forth in Section 1.2 below, Subscriber hereby offers to subscribe for and purchase Preferred Stock for the aggregate purchase price in the amount set forth on the last page of this Agreement, in accordance with the terms and conditions of this Agreement. Assuming that the Minimum Amount and corresponding subscription agreements accepted by the Company are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement (the "Escrow Agreement") by and between the Company and American National Bank and Trust Company of Chicago (the "Escrow Agent") (the "Escrow Account"), the closing of a sale and purchase of Preferred Stock and the P.E. Common Stock (as hereinafter defined) as to each Subscriber (the "Closing") shall be deemed to occur when this Agreement has been executed by both Subscriber and the Company and full payment shall have been made by Subscriber, by wire transfer to the Escrow Account as set forth in Section 7.1(a) for payment in consideration for the Company's delivery of certificates representing the Preferred Stock subscribed for.
Sample 1
Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to the closing of the Warrants for the purchase of Common Stock as to each holder of Warrants (the "Closing") set forth in Section 1.2 below, the Subscriber hereby offers to subscribe for and accept Warrants for the purchase of Common Stock pursuant to the terms and conditions of this Agreement.
Sample 1
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Related to Offer to Subscribe; Purchase Price and Closing; and Placement Fees

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • 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.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase Price and Payment Terms The Purchase Price shall be paid at the Close of Escrow as provided in the Recitals. The Purchase Price does not include Buyer’s closing costs, loan fees, escrow fees, title insurance policy fees, or any other costs and expenses not noted in the Recitals. The balance of cash due to Seller upon Close shall be paid by Cashier's Check payable to Escrow Holder or as directed in writing by Escrow Holder. Seller acknowledges receipt from Buyer of the Deposit set forth in the Recitals above made payable to Escrow Holder.

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

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