Securities Purchase. Subject to the terms and conditions of this Agreement, Purchaser hereby agrees to purchase, and the Company hereby agrees to issue and sell to Purchaser, 35,384,615 shares of Common Stock of the Company (the “Purchased Shares”) at the purchase price of $5.85 per share. Purchaser understands that the offering and sale of the Purchased Shares is being made by the Company without registration of the Purchased Shares under the Securities Act or any securities law of any state of the United States or of any other jurisdiction, and is being made by the Company in reliance on the representations and warranties made in this Agreement by Purchaser. It is understood that, upon the closing of the transactions contemplated by the Magellan Merger Agreement, each Purchased Share would be exchanged for 1.3 shares of Magellan Common Stock pursuant to the terms of the Magellan Merger Agreement.
Securities Purchase. On the terms and subject to the conditions of this Agreement:
Securities Purchase. Pursuant to the terms and conditions set forth herein, on the Closing Date, the Selling Party will sell to the Company, and the Company will purchase from the Selling Party, the Shares.
Securities Purchase. Subject to the terms and conditions of this Agreement, Purchaser hereby purchases, and the Company hereby sells and issues to Purchaser, 5,467,851 shares of Series A Preferred Stock of the Company (the “Purchased Shares”) for the aggregate purchase price of $25,000,000. Purchaser understands that the offering and sale of the Purchased Shares is being made by the Company without registration of the Purchased Shares under the Securities Act or any securities law of any state of the United States or of any other jurisdiction, and is being made by the Company in reliance on the representations and warranties made in this Agreement by Purchaser.
Securities Purchase. (a) On the Closing Date and immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Agreement:
Securities Purchase. Seller represents and warrants to Buyer and acknowledges that:
Securities Purchase. The simultaneous consummation of the transactions contemplated by those certain letter agreements, each dated October 8, 2009, among Xxxx X. Xxxx, Xxxxxx Family Investments, Ltd., Florescue Family Corporation, and certain holders of equity securities of the Issuer, pertaining to the purchase and sale of such equity securities on the terms set forth therein.
Securities Purchase. The transactions contemplated by the Securities Purchase Agreement shall have been consummated concurrently with funding of the first Borrowing.
Securities Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date, the Sellers shall sell, convey and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept from the Sellers, all right, title and interest of the Seller, legal and equitable, beneficial and of record, in and to the Securities.
