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

Agreements to Sell and Purchase. 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 to purchase, severally and not jointly, from the Company, at a purchase price (the "Purchase Price") of 100.234% of the principal amount of the Securities, plus accrued interest from August 9, 2016 to, but not including, the Closing Date, in the respective principal amount of the Securi...ties set forth opposite the names of the Underwriters set forth in Schedule I hereto. View More

Agreements to Sell and Purchase. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company, at the Closing, 600,000 shares of Common Stock (the "Shares"). The per share purchase price payable by the Purchaser for the Shares shall be equal to the indicative per share public offering price established by the Underwriter in the Public Offering or the public offering price as set forth in the prospectus relating to the Public Offeri...ng, as applicable (without regard to the actual price at which the Underwriter sells Shares in the Public Offering) (the "Purchase Price"). View More

Agreements to Sell and Purchase. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuers, the principal amount of Notes set forth opposite such Underwriter's name on Schedule III hereto at a purchase price equal to 99.00% of the principal amount thereof, plus accrued interest, if any, from the Closing Date.

Agreements to Sell and Purchase. The Company hereby agrees to sell to the Underwriters, and each Underwriter, upon the basis of the representations, warranties and covenants herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Company, the aggregate principal amount of Securities set forth opposite the name of each Underwriter on Schedule A hereof, at a price of 98.744% of the aggregate principal amount thereof ("Purchase Price").

Agreements to Sell and Purchase. 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 terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Firm Notes set forth in Schedule I hereto opposite its name at $24.125 per Note (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, ...and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Notes, and the Underwriters shall have the right to purchase, severally and not jointly, up to 5,000,000 Additional Notes at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Notes shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Notes but not payable on such Additional Notes. B. Riley may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Notes to be purchased by the Underwriters and the date on which such Additional Notes are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date (as later defined) for the Firm Notes or later than ten business days after the date of such notice. Additional Notes may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of Notes in excess of the number of the Firm Notes. On each day, if any, that Additional Notes are to be purchased (an "Additional Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Notes that bears the same proportion to the total number of Additional Notes to be purchased on such Additional Closing Date as the number of Firm Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Notes. View More

Agreements to Sell and Purchase. 1.1. Seller agrees to sell and convey and Purchaser agrees to purchase and acquire the Property subject to and in accordance with this Agreement. 1.2 For purposes of this Agreement, the term Property shall include the following: (i) all right, title and interest of Seller in and to (a) any land lying in the bed of any publicly-dedicated street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof, (b) any award to be made in lieu thereof, and (c) any ...award hereafter made for damage to the Land by reason of the change of grade of any street. Seller shall execute and deliver to Purchaser at the Closing (as hereinafter defined), or thereafter, on demand all proper instruments for the conveyance of such title and the assignment and collection of any such award; (ii) all strips and gores, if any, abutting or adjoining the Land; (iii) all easements, bridges, rights of way, licenses, privileges, hereditaments and appurtenances, if any, as part of or inuring to the benefit of the Land; and (iv) all right, title and interest of Seller, if any, in and to the plans, specifications and all fixtures attached or appurtenant to or relating to the Improvements. 1.3 For purposes of this Agreement, "appurtenances" shall include all right, title and interest of Seller, if any, in and to (i) all licenses, permits, certificates of occupancy and other approvals issued by any state, federal or local authority relating to the use, maintenance or operation of the Property or the fixtures, machinery or equipment included in this sale to the extent that they may be transferred or assigned; (ii) all warranties or guaranties, if any, applicable to the Property, to the extent such warranties or guaranties are assignable; (iii) all tradenames, trademarks, servicemarks, logos, copyrights and goodwill relating to or used in connection with the operation of the Property, if any, and (iv) all air rights and development rights. View More

Agreements to Sell and Purchase. 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 terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm ADSs set forth in Schedule I hereto opposite its name at $[●] per ADS (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to ...its terms and conditions, the Company agrees to sell to the Underwriters the Additional ADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [●] Additional ADSs at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm ADSs but not payable on such Additional ADSs. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm ADSs or later than ten business days after the date of such notice. Additional ADSs may be purchased as provided in Section ‎4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm ADSs. On each day, if any, that Additional ADSs are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional ADSs to be purchased on such Option Closing Date as the number of Firm ADSs set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm ADSs. 17 3. Terms of Public Offering. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the ADSs as soon after the Registration Statement and this Agreement have become effective as in the Representatives' judgment is advisable. The Company is further advised by the Representatives that the ADSs are to be offered to the public initially at $[●] per ADS (the "Public Offering Price") and to certain dealers selected by the Representatives at a price that represents a concession not in excess of $[●] per ADS under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[●] per ADS, to any Underwriter or to certain other dealers. View More

Agreements to Sell and Purchase. 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, 11 to purchase from the Company (a) in the case of the 2029 Notes, the respective principal amount of the 2029 Notes set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 98.811% of the principal amount thereof and (b) in the cas...e of the 2049 Notes, the respective principal amount of the 2049 Notes set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 99.019% of the principal amount thereof, in each case, plus accrued interest, if any, from February 11, 2019 to the Closing Date. View More

Agreements to Sell and Purchase. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase prices set forth in Schedule I hereto the principal amounts of Securities set forth opposite the name of such Underwriter in Schedule II hereto.

Agreements to Sell and Purchase. 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 (a) in the case of the 2026 Notes, the respective principal amount of the 2026 Notes set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 99.086% of the principal amount thereof, (b) in the case of t...he 2031 Notes, the respective principal amount of the 2031 Notes set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 98.896% of the principal amount thereof and (c) in the case of the 2041 Notes, the respective principal amount of the 2041 Notes set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 98.808% of the principal amount thereof, in each case, plus accrued interest, if any, from February 16, 2021 to the Closing Date. 12 3. Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus. View More