Grouped Into 84 Collections of Similar Clauses From Business Contracts
This page contains Purchase and Sale clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein se...t forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Issuers, at a the purchase price of $9.800 per Unit, set forth in Schedule I hereto the principal amount of the Underwritten Securities of each series set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the ...terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price set forth in Schedule I hereto, the number of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and conditions and in reliance... upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 the number of Option Securities set forth in Schedule II hereto at the same purchase price per Unit share as the Underwriters shall will pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per share equal to cover over-allotments in any dividends or distributions declared by the sale Company and payable on each share of the Underwritten Securities by but not payable on the Underwriters. Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The Schedule II sets forth the number of Option Securities to be purchased by each Underwriter in the event that the Underwriters exercise such option in full. To the extent such option is exercised in part, the number of Option Securities to be purchased by each Underwriter shall be based upon ratable among the same percentage of Underwriters (in the total respective proportions which the number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives set forth opposite their names in their absolute discretion shall make to eliminate any fractional shares. (c) In addition Schedule II hereto bears to the discount from the public offering price represented by the Purchase Price aggregate number of Option Securities set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Schedule II). View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price set forth in Schedule II hereto, the number of $9.800 per Unit, the amount of 12 the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in relianc...e upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 802,325 Option Securities at the same purchase price per Unit share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only Securities, less an amount per share equal to cover over-allotments in any dividends or distributions declared by the sale of Company and payable on the Underwritten Securities by but not payable on the Underwriters. Option Securities. Said option may be exercised in whole or in part at any time on or before the 45th 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives you in their your absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company (i) the Note in the original principal amount of $110,000, and (ii) the Inducement Shares. 1.1. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $100,000 (the "Purchase Price") for the Securities to be issued and sold to it at the Closing (as defined below) by wire transfer of immediately available funds to a company account de...signated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 1.2. Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be on or about December 3, 2015, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties.View More
Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company (i) the Note in the original principal amount of $110,000, $275,000, and (ii) the Inducement Shares. Warrant to purchase 100,000 shares of Common Stock. 1.1. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $100,000 $250,000 (the "Purchase Price") for the Securities to be issued and sold to it at the Closing (as defined below) ...by wire transfer of immediately available funds to a company account designated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 1.2. Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be on or about December 3, 2015, 31, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the (i) the Note in the original principal amount of $110,000, $164,800.00, (ii) Warrant, and (ii) the one million Inducement Shares. (collectively the "Securities"). 1.1. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $100,000 $160,000 (the "Purchase Price") for the Securities to be issued and sold to it at the Closing (as d...efined below) by wire transfer of immediately available funds to a company Company account designated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 1.2. Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be on or about December 3, 2015, July 6, 2020, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. 1.3. Share Reservation. The Company shall at all times require its transfer agent to establish a reserve of shares of its authorized but unissued and unreserved Common Stock in the amount of 25,000,000 shares for purposes of exercise of the Warrant or conversion of the Note. The Company shall cause the Transfer Agent to agree that it will not reduce the reserve under any circumstances unless such reduction is pre-approved in writing by the Buyer. View More
Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the (i) the Note in the original principal amount of $110,000, $400,000.00, (ii) Warrant, and (ii) (iii) Inducement Shares (collectively the "Securities"). The Company shall instruct the Transfer Agent to deliver the Inducement Shares. Shares to Buyer via overnight courier so that they are received by Buyer within seven (7) calendar days of the closing. 1.1. For...m of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $100,000 $370,000 (the "Purchase Price") for the Securities to be issued and sold to it at the Closing (as defined below) by wire transfer of immediately available funds to a company Company account designated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 1.2. Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be on or about December 3, 2015, May 29, 2020, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. 1.3. Share Reservation. The Company shall at all times require its transfer agent to establish a reserve of shares of its authorized but unissued and unreserved Common Stock in the amount of 6,000,000 shares for purposes of any exercise of the Warrant or any conversion of the Note. The Company shall cause the Transfer Agent to agree that it will not reduce the reserve under any circumstances, unless such reduction is pre-approved in writing by the Buyer. View More
Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 98.0% of the principal amount thereof, plus accrued interest, if any, from April 1, 2014 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule I hereto.
Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, Company, at a purchase price of 98.0% 99.000% of the principal amount thereof, plus accrued interest, if any, from April 1, 2014 February 6, 2019 to the Closing Date, the principal amount of Securities set forth opposite such Init...ial Purchaser's name in Schedule I hereto. View More
Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree Issuer agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, Issuer, at a purchase price of 98.0% 99.00% of the principal amount thereof, plus accrued interest, if any, from April 1, 2014 July 8, 2019 to the Closing Date, the principal amount of Securities set forth opposite such I...nitial Purchaser's name in Schedule I hereto. View More
Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree Issuer agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, Issuer, at a purchase price of 98.0% equal to 99.375% of the principal amount thereof, of the Notes, plus accrued interest, if any, from April 1, 2014 October 31, 2019 to the Closing Date, the principal amount of Securities set for...th opposite such Initial Purchaser's name in Schedule I hereto. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the purchase price set forth in Schedule I hereto, the number of Firm Units set forth opposite such Underwriter's name in Schedule II hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties her...ein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto at the same purchase price per Unit as the Underwriters shall pay for the Firm Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, the Underwriters, and each Underwriter agrees, the Underwriters agree, severally and not jointly, to purchase from the Partnership, at the purchase price set forth in Schedule I hereto, the number of Firm Underwritten Units set forth opposite such each Underwriter's name in Schedule II hereto. hereto, subject to adjustment in accord...ance with Section 9 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the settlement date. 17 (c) The Partnership shall not be obligated to deliver any of the Units to be delivered on the Closing Date or any Option Closing Date. The number of Option Date, as applicable, except upon payment for all such Units to be purchased by each Underwriter shall be on the same percentage of the total number of Closing Date or any Option Units to be purchased by the several Underwriters Closing Date, as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. applicable. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the a purchase price set forth in Schedule I hereto, of $30.536 per Share, the number of Firm Units Shares set forth opposite such Underwriter's name on Schedule I hereto, subject to adjustment as set forth in Schedule II hereto. Section 9 h...ereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of 6,300,000 Option Units set forth in Schedule I hereto Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Units. Shares set forth on Schedule I hereto. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice 14 by the Representatives Representative to the Partnership setting forth the number of Option Units Shares as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Units Shares to be purchased by the several Underwriters as and such Underwriter is purchasing of the Firm Units, Shares, subject to (i) such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional Units. shares and (ii) adjustment as set forth in Section 9 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Partnership, at the a purchase price per unit as set forth in on Schedule I II-A hereto, the number of Firm the Units set forth opposite such the Underwriter's name in Schedule II I hereto. (b) Subject to the terms and conditions and in relia...nce upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to the number of 825,000 Option Units set forth in Schedule I hereto at the same purchase price per Unit unit as the Underwriters Underwriter shall pay for the Firm Units, less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Option Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives Underwriter to the Partnership setting forth the number of Option Units as to which the several Underwriters are Underwriter is exercising the option and the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. settlement date. View More
Purchase and Sale. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Depositor shall sell to the Underwriters, and each Underwriter shall, severally and not jointly, purchase from the Depositor, at the related purchase price set forth on Schedule I hereto, Offered Certificates of each class thereof having an actual or notional amount as set forth on Schedule I hereto opposite its name. There will be added to the purchase price of the ...Offered Certificates an amount equal to interest accrued thereon pursuant to the terms thereof from September 1, 2015 to but excluding the Closing Date.View More
Purchase and Sale. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Depositor shall sell to the Underwriters, and each Underwriter shall, severally and not jointly, purchase from the Depositor, at the related purchase price set forth on Schedule I hereto, Offered Certificates of each class thereof having an actual or notional amount as set forth on Schedule I hereto opposite its name. There will be added to the purchase price of the ...Offered Certificates an amount equal to interest accrued thereon pursuant to the terms thereof from September July 1, 2015 2019 to but excluding the Closing Date. View More
Purchase and Sale. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Depositor shall sell to the Underwriters, and each Underwriter shall, severally and not jointly, purchase from the Depositor, at the related purchase price set forth on Schedule I hereto, Offered Certificates of each class thereof having an actual or notional amount as set forth on Schedule I hereto opposite its name. There will be added to the purchase price of the ...Offered Certificates an amount equal to interest accrued thereon pursuant to the terms thereof from September November 1, 2015 2019 to but excluding the Closing Date. View More
Purchase and Sale. Subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Depositor shall sell to the Underwriters, and each Underwriter shall, severally and not jointly, purchase from the Depositor, at the related purchase price set forth on Schedule I hereto, Offered Certificates of each class thereof having an actual or notional amount as set forth on Schedule I hereto opposite its name. There will be added to the purchase price of the ...Offered Certificates an amount equal to interest accrued thereon pursuant to the terms thereof from September February 1, 2015 2020 to but excluding the Closing Date. View More
Purchase and Sale. Upon the basis of the representations, warranties and covenants and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, severally and not jointly, and the respective Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price specified in Schedule II hereto (the "Purchase Price"), the respective principal amounts of Securities set opposite their names in Schedule II hereto. The Underwrit...ers will offer the Securities to purchasers initially at a price equal to 99.966% of the principal amount thereof. Such price may be changed at any time without notice.View More
Purchase and Sale. Upon the basis of the representations, warranties and covenants and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, severally and not jointly, and the respective Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price specified in Schedule II hereto (the "Purchase Price"), the respective principal amounts of Securities set opposite their names in Schedule II hereto. The Underwrit...ers will offer the Securities to purchasers initially at a price equal to 99.966% 100% of the principal amount thereof. Such price may be changed at any time without notice. View More
Purchase and Sale. Upon the basis of the representations, warranties and covenants and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, severally and not jointly, and the respective Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price specified in Schedule II hereto (the "Purchase Price"), the respective principal amounts of Securities set opposite their names in Schedule II hereto. The Underwrit...ers will offer the Securities to purchasers initially at a price equal to 99.966% 98.834% of the principal amount thereof. Such price may be changed at any time without notice. View More
Purchase and Sale. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.72900% of the principal amount thereof, the principal amount of the Class A Notes, set forth opposite such Underwriter's name in the respective amounts shown on Schedule ...A hereto. (b) The parties hereto agree that settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Exchange Act.View More
Purchase and Sale. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, severally and not jointly, and each Underwriter, of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a the purchase price of 99.72900% of the principal amount thereof, specified in Annex I, the principal amount of the Class A Notes, Notes set forth opposite such Un...derwriter's name in the respective amounts shown on Schedule A hereto. Annex I. (b) The parties hereto agree that the settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Exchange Act. View More
Purchase and Sale. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, severally and not jointly, and each Underwriter, of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a the purchase price of 99.72900% of the principal amount thereof, specified in Annex I, the principal amount of the Class A Notes, Notes set forth opposite such Un...derwriter's name in the respective amounts shown on Schedule A hereto. Annex I. (b) The parties hereto agree that the settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Exchange Act. View More
Purchase and Sale. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class A Underwriters, severally and not jointly, and each Class A Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.72900% 99.74000% of the principal amount thereof, the principal amount of the Class A Notes, set forth opposite such Class A Underwriter's name in the res...pective amounts shown on Schedule A hereto. 7 (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class B Underwriters, severally and not jointly, and each Class B Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.67227% of the principal amount thereof, the principal amount of the Class B Notes, set forth opposite such Class B Underwriter's name in the respective amounts shown on Schedule A hereto. (c) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class C Underwriters, severally and not jointly, and each Class C Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.60158% of the principal amount thereof, the principal amount of the Class C Notes, set forth opposite such Class C Underwriter's name in the respective amounts shown on Schedule A hereto. (d) The parties hereto agree that settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Exchange Act. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $12.20 per share, the amount of the Securities set forth opposite such Underwriter's name in Schedule I hereto.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $12.20 $35.93 per share, the amount number of the Securities set forth opposite the name of such Underwriter's name Underwriter in Schedule I II hereto.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $12.20 $20.212 per share, the amount of the Securities set forth opposite such Underwriter's name in Schedule I hereto. hereto (such Securities to be sold by the Selling Stockh...older as set forth on Schedule II hereto). View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $12.20 $118.4607 per share, the amount number of the Securities set forth opposite such Underwriter's name in Schedule I II hereto.
Purchase and Sale. The Company agrees to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective aggregate principal amount of Notes set forth opposite their names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Company... shall be equal to 98.500% of the principal amount thereof.View More
Purchase and Sale. The Company agrees to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective aggregate principal amount of Notes set forth opposite their names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Company... shall be equal to 98.500% 98.829% of the principal amount thereof. thereof plus accrued interest, if any, from May 22, 2020 to the Closing Date. View More
Purchase and Sale. The Company agrees Issuers agree to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company Issuers the respective aggregate principal amount of Notes set forth opposite their names on Schedule A. The purchase price per Note to be paid by the several Under...writers to the Company Issuers shall be equal to 98.500% 98.5% of the principal amount thereof. View More
Purchase and Sale. The Each of the Company agrees and the Guarantors agree to issue and sell to the several Underwriters the Notes Securities upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Guarantors the respective aggregate principal amount of Notes Securities set forth opposite their names on Schedule A. The... purchase price per Note Security to be paid by the several Underwriters to the Company shall be equal to 98.500% 98.55% of the principal amount thereof. View More
Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the following described property (herein collectively called the "Property"): (a) Land. That certain tract of land located at 1500 E. Baseline Road, Phoenix, Arizona 85042, being more particularly described on Exhibit "A" attached hereto and made a part hereof (herein, the "Land"). (b) Easements. All easements, if any, benefiting... the Land or the Improvements (as defined in Section 1.1(d) of this Agreement). (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. (d) Improvements. All improvements and related amenities to be hereafter constructed on the Land by Seller in accordance with the plans and specifications set forth on Schedule "B" attached hereto and incorporated herein (the "Plans and Specifications"), to contain approximately 80,775 net rentable square feet of storage space and approximately 829 rental units (herein, the "Improvements"). (e) Leases. Seller's interest under (i) all written leases, occupancy agreements and rental agreements for rental units in the Property hereafter entered into by or on behalf of Seller in accordance with the terms of this Agreement (collectively, the "Leases"), including all tenant leasing files, together with all tenant security deposits held by Seller on the Closing Date (as defined in Section 6.1 of this Agreement), (ii) all cellular tower leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement (the "Tower Leases"), and (iii) all billboard leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement (the "Billboard Leases"). (f) Tangible Personal Property. All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other items of personal property, if any, owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property"), including any and all items of Personal Property set forth in the Plans and Specifications. (g) Contracts. Seller's interest under the "Contracts" (as defined below), if any. 1 (h) Intangible Property. All intangible property (the "Intangible Property") owned by Seller and pertaining to the Land, the Improvements, or the Tangible Personal Property, including, without limitation, (i) all "yellow page" advertisements, (ii) all transferable utility contracts, (iii) all transferable telephone and telecopy numbers, (iv) the Plans and Specifications, (v) all licenses, permits, engineering plans and landscape plans, (vi) all assignable warranties and guarantees relating to the Property or any part thereof, and (vii) all internet websites and other internet related property rights owned by Seller and/or any affiliate thereof and relating to the Property, including the website information, paid search campaigns and local listing information listed on Exhibit "D" attached hereto.View More
Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the following described property (herein collectively called the "Property"): (a) Land. That certain tract of land located at 1500 E. Baseline Road, Phoenix, Arizona 85042, 4836 SE Powell Blvd, Portland, OR 97206, containing approximately 1.48 acres, and being more particularly described on Exhibit "A" attached hereto and made a ...part hereof (herein, the "Land"). (b) Easements. All easements, if any, benefiting the Land or the Improvements "Improvements" (as defined in Section 1.1(d) of this Agreement). (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. rights-of‐way. (d) Improvements. All improvements and related amenities to be hereafter constructed in and on the Land by Seller in accordance with the plans and specifications set forth on Schedule "B" attached hereto and incorporated herein (the "Plans and Specifications"), to contain Land, comprising approximately 80,775 56,474 net rentable square feet of storage space space, 524 rental units, and approximately 829 rental units being commonly known as "Northwest Self Storage – Powell Blvd" (herein, the "Improvements"). (e) Leases. Seller's interest under (i) all written leases, occupancy agreements and rental agreements (collectively, the "Leases") for rental units in the Property hereafter entered into by or on behalf of Seller in accordance with the terms of this Agreement (collectively, the "Leases"), Property, including all tenant leasing files, together with all tenant security deposits held by Seller on the Closing Date "Closing Date" (as defined in Section 6.1 of this Agreement), (ii) all cellular tower leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement as more particularly described on Schedule "B" attached hereto and incorporated herein (the "Tower Leases"), and (iii) all billboard leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement as more particularly described on Schedule "C" attached hereto and incorporated herein (the "Billboard Leases"). (f) Tangible Personal Property. All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other items of personal property, if any, property owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property"), including any and all including, without limitation, those items of Personal Property personal property set forth in on Exhibit "D" attached hereto, and further including all on-site moving trucks, if any, listed on Exhibit "D" attached hereto (herein collectively, the Plans and Specifications. "Motor Vehicles"). (g) Contracts. Seller's interest (to the extent the same is assignable) under the "Contracts" (as defined below), if any. 1 other than the "Rejected Contracts" (as defined below). (h) Intangible Property. All intangible property (the "Intangible Property") owned by Seller and pertaining to the Land, the Improvements, or the Tangible Personal Property, including, without limitation, (i) all "yellow page" advertisements, (ii) all transferable utility contracts, (iii) all transferable telephone exchange numbers, including the telephone number 503-470-7741 and the telecopy numbers, number ______________, (iv) the Plans all plans and Specifications, specifications, (v) all licenses, permits, engineering plans and landscape plans, (vi) all assignable warranties and guarantees relating to the Property or any part thereof, and (vii) all internet websites and other internet related property rights owned by Seller and/or any affiliate thereof and relating to the Property, including and the website information, information (excluding the current domain name), paid search campaigns and local listing information listed on Exhibit "D" "G" attached hereto. View More
Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the following described property (herein collectively called the "Property"): (a) Land. That certain tract of land located at 1500 E. Baseline Road, Phoenix, Arizona 85042, 12321 Western Ave., Garden Grove, CA 92841, and being more particularly described on Exhibit "A" attached hereto and made a part hereof (herein, the "Land"). ...(b) Easements. All easements, if any, benefiting the Land or the Improvements (as defined in Section 1.1(d) of this Agreement). (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. (d) Improvements. All improvements and related amenities to be hereafter constructed consisting of a 129,010 square foot building, including 897 storage units totaling 94,450 square feet of rentable area and 59 RV/ Boat Storage spaces on the Land by Seller in accordance with the plans and specifications set forth on Schedule "B" attached hereto and incorporated herein (the "Plans and Specifications"), to contain approximately 80,775 net rentable square feet of storage space and approximately 829 rental units (herein, the "Improvements"). (e) Leases. Seller's interest under (i) all written leases, occupancy agreements and rental agreements for rental units in the Property hereafter entered into by or on behalf of Seller in accordance with the terms of this Agreement (collectively, the "Leases"), including all tenant leasing files, together with all tenant security deposits held by Seller on the Closing Date (as defined in Section 6.1 of this Agreement), (ii) all cellular tower leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement (the "Tower Leases"), and (iii) all billboard leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement (the "Billboard Leases"). Intentionally Omitted. (f) Tangible Personal Property. All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other items of personal property, if any, now or hereafter owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property"), including any and all items of Personal Property set forth in the Plans on Schedule "B" attached hereto and Specifications. made a part hereof. (g) Contracts. Seller's interest under the "Contracts" (as defined below), if any. 1 (h) Intangible Property. All intangible property (the "Intangible Property") owned by Seller and pertaining to the Land, the Improvements, or the Tangible Personal Property, including, without limitation, (i) all "yellow page" advertisements, (ii) all transferable utility contracts, (iii) (ii) all transferable telephone and telecopy numbers, numbers which pertain exclusively to the Property (not numbers which Seller or its affiliates may also use for other properties), (iii) all plans and specifications, (iv) the Plans and Specifications, (v) all licenses, permits, engineering plans and landscape plans, (vi) and (v) all assignable warranties and guarantees relating to the Property Property, as identified in Exhibits "F", "G", "H" and "I" hereto or any part thereof, and (vii) all internet websites and other internet related property rights owned by Seller and/or any affiliate thereof and relating to the Property, including the website information, paid search campaigns and local listing information listed on Exhibit "D" attached hereto. thereof. View More
Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the following described property (herein collectively called the "Property"): (a) "Property"):(a) Land. That certain tract of land (the "Land") located at 1500 E. Baseline Road, Phoenix, Arizona 85042, in the City of Hampton, Virginia, being more particularly described on Exhibit "A" attached hereto and made a part hereof (herein..., the "Land"). (b) hereof.(b) Easements. All easements, if any, benefiting the Land or the Improvements (as defined in Section 1.1(d) of this Agreement). (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. (d) rights-of‐way.(d) Improvements. All improvements known as the Trail Creek Apartments (the "Improvements") in and related amenities to be hereafter constructed on the Land by Seller in accordance with the plans and specifications Land, consisting of a total of 300 rental apartment units.(e) Leases. Seller's interest as landlord under all leases set forth on Schedule "B" attached hereto Exhibit "L" and incorporated herein (the "Plans and Specifications"), other leases permitted pursuant to contain approximately 80,775 net rentable square feet of storage space and approximately 829 rental units (herein, the "Improvements"). (e) Leases. Seller's interest under (i) all written leases, occupancy agreements and rental agreements for rental units in the Property hereafter entered into by or on behalf of Seller in accordance with the terms of this Agreement (collectively, the "Leases"), including "Space Leases") of space in the Property to which Seller is a party (if any), and all tenant leasing files, together with all refundable tenant security deposits or pet deposits (collectively, the "Deposits"), if any, held by Seller on the Closing Date (as defined in Section 6.1 of this Agreement), (ii) all cellular tower leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement (the "Tower Leases"), and (iii) all billboard leases relating to the Property, if any, hereafter entered into by Seller in accordance with the terms of this Agreement (the "Billboard Leases"). Agreement). (f) Tangible Personal Property. All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other items of personal property, if any, owned by Seller and located on or about the Land and the Improvements (the "Tangible Personal Property"), including any and all including, without limitation, those items of Personal Property personal property set forth in the Plans and Specifications. (g) on Exhibit "J" attached hereto.(g) Contracts. Seller's interest (to the extent the same is assignable) under the "Contracts" Contracts (as defined below), in Section 4.1.2 of this Agreement) to which Seller is a party, if any. 1 any, other than the Rejected Contracts (as defined hereinafter). (h) Intangible Property. All intangible property (the "Intangible Property") Property"), if any, owned by Seller and pertaining to the Land, the Improvements, or the Tangible Personal Property, including, without limitation, (i) any telephone exchanges, trade names, all "yellow page" advertisements, (ii) plans, drawings, specifications, surveys, engineering reports and other technical information with respect to the Improvements, all transferable warranties from third parties in connection with the Improvements or Tangible Personal Property, and all licensee and permits held by Seller in connection with the Land, Improvements and Tangible Personal Property.1.2 Excluded Property. The following items shall be and hereby are excluded from the property to be conveyed and/or transferred hereunder:(a) Insurance Policies and Proceeds. Seller's interest under any and all insurance policies held by or on behalf of Seller, and proceeds payable thereunder, except as may be expressly set forth in Section 7.2 below. (b) Management Software. Seller's management software program. (c) Utility Deposits. All utility contracts, (iii) all transferable telephone and telecopy numbers, (iv) the Plans and Specifications, (v) all licenses, permits, engineering plans and landscape plans, (vi) all assignable warranties and guarantees other similar deposits of Seller relating to the Property Property, but not including the Deposits. (d) Bonus Payments. All upfront bonus payments paid or payable under the Contracts.(e) Rebates. All rebates, credits, refunds and/or reimbursements that at any part thereof, time on or prior to the Closing Date are paid or payable in respect of the ownership and/or operation of the Property.(f) Website. Any internet website and (vii) all internet websites and other internet related property rights owned associated domain names maintained by Seller and/or any affiliate thereof and relating of Seller, whether with respect to the Property, including the website information, paid search campaigns and local listing information listed on Exhibit "D" attached hereto. Property or otherwise. View More
