Agreements to Sell and Purchase Contract Clauses (1,375)

Agreements to Sell and Purchase. The Company agrees to issue and sell, and, on the basis of the representations and warranties contained in this Underwriting Agreement (the "Agreement") and subject to its terms and conditions, each Underwriter agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of the Notes set forth opposite such Underwriter's name on Schedule A hereto at an aggregate purchase price of 99.088% of the principal amount thereof ($495,440,000), plus accrued interest, if a...ny, from October 2, 2020 to the date of payment and delivery (collectively, the "Purchase Price"). View More

Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Shares set forth opposite the name of such Underwriter in Schedule I hereto, in each case at a purchase price (the "Purchase Price") of $25 per share after accounting for a discount of $0.7875 per share (in the ...case of Shares sold to retail investors) or $0.2500 per share (in the case of Shares sold to institutional investors). View More

Agreements to Sell and Purchase. Seller operates its business from approximately seventeen (17) branch offices located throughout the United States. Buyer is only interested in acquiring the branch offices located at the addresses set forth in Schedule 1 attached hereto (the "Branch Offices"). Subject to the terms and conditions of this Agreement, at the closing referred to in Section 2 hereof, Buyer shall acquire the Purchased Assets. The Purchased Assets shall include only the following assets of Seller: a. Customer Lists. Al...l right, title and interest of Seller in and to the customer lists for each of the Branch Offices, the telephone and facsimile numbers for each of the Branch Offices, the trade secrets and other proprietary information of such Branch Offices (excluding all tradenames, trademarks, service marks, and open accounts receivable (and all applications therefor)) owned by Seller or used in or necessary for the operation of the Business and any other assets listed on Schedule 1(a) hereto (collectively, the "Proprietary Rights"); b. Leases and Contracts. All right, title and interest of Seller in and to certain leases for real or personal property, contracts (expressly including unfilled purchase and sale orders, and all rights under any non-competition, non-solicitation or non-disclosure agreement or other arrangement in favor of Seller), commitments, arrangements or understandings, written or oral, pertaining to the operation of the Business at the Branch Offices excluding open accounts receivable of Seller, listed or described on Schedule 1(b) hereto (collectively, the "Contracts"); c. Fixed Assets. All vans, vehicles, equipment, furniture, fixtures, computer hardware, computer software and all other tangible personal property of every kind and nature owned by Seller or used in or necessary for the operation of the Business at the Branch Offices, including, but not limited to, those assets listed on Schedule 1(c) hereto (collectively, the "Fixed Assets") but specifically excluding open accounts receivable of Seller; and d. Business Records. All files, correspondence, invoices and other business records used in or necessary for the operation of the Business at the Branch Offices, including, but not -1- limited to, price lists, sales records, sales correspondence, credit records, purchase orders and sales orders. View More

Agreements to Sell and Purchase. (a) The Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 99.274% of th...e principal amount thereof. The Operating Partnership will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company is advised by you that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. View More

Agreements to Sell and Purchase. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite its name in Schedule I hereto and the Company and the Underwriters agree that the Company shall receive 99.596% of the aggregate principal amount of the 2022 Not...es and 99.371% of the aggregate principal amount of the 2026 Notes, plus accrued interest, in each case, if any, from the Closing Date. (b) The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period beginning on the date of this Agreement and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company substantially similar to the Securities (other than the sale of the Securities under this Agreement). View More

Agreements to Sell and Purchase. The Company hereby agrees to sell to Oppenheimer, and Oppenheimer, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, the Securities at a purchase price of $1.1875 per share and respective Warrant for the fixed combination (the "Purchase Price").

Agreements to Sell and Purchase. The Company hereby agrees to issue and sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of Notes set forth opposite their names on Schedule I, plus any additional principal amount of Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Sec...tion 10 hereof, at a purchase price of 99.027% of the principal amount of the Notes plus accrued interest, if any, from March 8, 2022 (the "Purchase Price"), payable on the Closing Date. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. View More

Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto, at a price (the "Purchase Price") equal to (i) with respect to the Fixed-to-Floating Rate Notes, 99.800% of the principal amount th...ereof, plus accrued interest thereon, if any, from December 6, 2021 to the date of payment and delivery, and (ii) with respect to the Floating Rate Notes, 99.800% of the principal amount thereof, plus accrued interest thereon, if any, from December 6, 2021 to the date of payment and delivery. 2 3. Terms of Public Offering. The Company is advised by the Representatives that the Underwriters propose (i) to make a public offering of their respective portions of the Securities as soon after the execution hereof as practicable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus. View More

Agreements to Sell and Purchase. The Purchaser hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Purchaser, a number of shares (the "Shares") of newly issued restricted Common Stock of the Company determined pursuant to the following formula for an aggregate purchase price of $50,000.00 (the "Purchase Price"): the total number of Shares being purchased hereunder shall equal the Purchase Price divided by 80% multiplied by the closing price of the Common Stock for the trading day immediately preced...ing the date that is six (6) months from the Agreement Date (the "Per Share Purchase Price"). In the event of any stock split, stock combination, recapitalization, stock dividend, or similar transaction that occurs prior to the Company's delivery of any Shares pursuant to the terms hereof, the number of Shares and the Per Share Purchase Price shall be adjusted accordingly based on such stock split, stock combination, recapitalization, stock dividend, or similar transaction. View More

Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell $75,000,000 aggregate principal amount of the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the principal amount of Notes set forth opposite such Underwriter's name in Schedul...e I hereto at a purchase price equal to 97.46% of the principal amount thereof. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. View More