Purchase and Sale Procedures. 26 4.02 Conditions Precedent to the First Purchase........................27 4.03 Conditions Precedent to Each Purchase and Reinvestment............29
Purchase and Sale Procedures. At the Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,000,000 of Shares and Warrants. The purchase and sale of the Securities to each Purchaser hereunder is expressly conditioned on (a) the public announcement by the Company that it has entered into a definitive agreement for the acquisition by the Company of Ester Neurosciences Ltd., an Israeli company, and that it intends to call an extraordinary general meeting of shareholders to effect a reverse stock split for the purpose of bringing the Company into compliance with the continuing listing requirements of the Nasdaq Capital Market (the “Announcement”), and (b) such Purchaser’s satisfactory review of the Prospectus Supplement. Prior to the satisfaction of each of such conditions, this Agreement shall only constitute an indication of interest by the Purchaser in the offered securities. The process for funding and delivery of the Securities to each Purchaser shall be as follows:
Purchase and Sale Procedures. 3.1 Proposals and Purchase Orders. From time to time, Prysm may provide Customer with certain proposals or quotations for certain Products and/or Services, including applicable pricing, subscription term, and other associated details (each, a “Proposal”), and Customer may order such Products or Services from Prysm by accepting and executing such Proposal and/or issuing a purchase order referring to such Proposal (each a “Purchase Order”). In the event of any conflict or inconsistency between the terms of a Proposal and Purchase Order or between the terms of a Proposal or this Agreement, the terms of the Proposal shall control. Each Proposal, as agreed to by both Customer and Prysm, is referred to herein as an “Order”.
Purchase and Sale Procedures. The purchase by the Purchaser of the Offered Shares will be undertaken in the manner described in this Article 3 in compliance in all material respects with all applicable Laws:
Purchase and Sale Procedures. At any time and from time to time after the date hereof and prior to May 30, 1999, the Company may request (a "Company Request") that the Investors purchase from the Company all or a portion of the total aggregate principal amount of Notes (the "Requested Investment Amount") and related Warrants that the Investors have agreed to purchase pursuant to Section 1.1. In order to be effective, any such Company Request shall be in writing, signed by the President and Chief Financial Officer of the Company and delivered to the Investors c/o each of Xxxxx Xxxxxxxxx, Vice President, General Electric Capital Corporation, 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000 and Xxxxxxx X. Case, Vice President, Patricof & Co. Ventures, Inc., 000 Xxxxx Xxxxx Xxxx, Xxxx xx Xxxxxxx, XX 00000 (or such other representative of the Investors as shall be selected from time to time by the written consent of all of the Investors and as to which the Investors shall have notified the Company). Subject to the terms and conditions of this Agreement, upon receipt of an effective Company Request, each Investor, severally, shall purchase, and the Company shall sell and issue to such Investor, (i) a Note in the principal amount equal to the product of (A) the Requested Investment Amount, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of Notes set forth opposite such Investors' name on SCHEDULE A and the denominator of which is the total of the aggregate principal amount of Notes set forth opposite all of the Investor's names on SCHEDULE A (an "Investor's Allocable Note Amount"), and (ii) a Warrant to purchase a number of shares of Common Stock equal to the quotient of (A) the product of the principal amount of the Note being purchased and sold pursuant to clause (i), multiplied by .20, divided by (B) .62 (an "Investor's Allocable Warrants").
Purchase and Sale Procedures. Operation of Facility
Purchase and Sale Procedures. (a) Maximum Net Investment. If, on any closing date for an ---------------------- Incremental Purchase, the Purchase Price to be paid on such date for such Incremental Purchase would cause the Net Investment to exceed the Maximum Net Investment, the Owners may, at their option, either refuse to make such Incremental Purchase or make a smaller Incremental Purchase such that, immediately after the payment of the smaller Purchase Price, the Net Investment would not exceed the Maximum Net Investment.
Purchase and Sale Procedures. ....................................................12 Section 2.1 Sale of Mortgage Loans.......................................................12 Section 2.2 Purchase.....................................................................13 Section 2.3 Fees.........................................................................14 Section 2.4 Sales Commissions............................................................14 Section 2.5 Updated Representations Concerning the Seller................................15 Section 2.6 Representations and Warranties Concerning Mortgage Loans...............................................................15 Section 2.7 Rejection of Mortgage Loans..................................................21 Section 2.8 Sale of Mortgage Loans to Take-Out Investors.................................21 Section 2.9 Seller's Obligations with respect to Defective Mortgage Loans...............................................................22 ARTICLE 3
Purchase and Sale Procedures. 5556 Section 3.02.
Purchase and Sale Procedures. Section 2.1 Sale of Mortgage Loans
