Purchase and Sale Clause Example with 4 Variations from Business Contracts
This page contains Purchase and Sale clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase and Sale. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser's name on Exhibit A hereto, at a purchase price equal to the Closing Price per share of Common Stock. (b) At the Closing, each Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the purchase price set fo...rth opposite such Purchaser's name on Exhibit A hereto and the Company shall deliver to each Purchaser its respective Shares in the amount set forth opposite such Purchaser's name on Exhibit A hereto, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. 2 2.2 Deliveries; Closing Conditions. (a) At the Closing, the Company will deliver or cause to be delivered to each Purchaser certificate(s) or book-entry shares representing the Common Stock, purchased by such Purchaser, registered in such Purchaser's name. Such delivery shall be against payment of the purchase price therefor by such Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring instructions. (b) The respective obligations of the Company, on the one hand, and each Purchaser, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company); (ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects; (iii) The Purchasers shall have received a certificate of the Secretary of the Company (a "Secretary's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (iv) The Purchasers shall have received a certificate signed by the Chief Executive Officer of the Company (an "Officer's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (v) The Purchasers shall have received an opinion of Ropes & Gray LLP, counsel for the Company ("Company Counsel"), dated as of the Closing Date, in a form reasonably satisfactory to the Purchasers; and (vi) No Material Adverse Effect has occurred.View More
Variations of a "Purchase and Sale" Clause from Business Contracts
Purchase and Sale. (a) At the Closing, upon the terms set forth herein, herein and subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Section 2.2, the Company hereby agrees to issue and sell to each the Purchaser, and each the Purchaser agrees to purchase from the Company, severally and not jointly, Company the number of Shares set forth opposite such the Purchaser's name on Exhibit A hereto, at a purchase ...price equal to the Closing Purchase Price per share of Common Stock. Share. (b) At the Closing, each the Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the aggregate purchase price set forth opposite such the Purchaser's name on Exhibit A hereto hereto, and the Company shall deliver to each the Purchaser its respective Shares Securities in the amount amounts set forth opposite such the Purchaser's name on Exhibit A hereto, deliverable at the Closing on the Closing Date, Date in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) time) on the Closing Date and shall be conducted remotely via the electronic exchange of documents and signatures or such other time and location as the parties shall mutually agree. 2 3 2.2 Deliveries; Closing Conditions. (a) At the Closing, the Company will deliver or cause to be delivered to each the Purchaser certificate(s) or book-entry shares shares, at the Purchaser's option, representing the Common Stock, Shares purchased by such the Purchaser, registered in such the Purchaser's name. name and free and clear of all Liens, except for restrictions under any applicable securities laws. Such delivery shall be against payment of the purchase price therefor by such the Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring wire instructions. (b) The respective obligations of the Company, on the one hand, and each the Purchaser, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) Purchaser) and the Purchasers Purchaser (with respect to the obligations of the Company); (ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) Purchaser) and the Purchasers Purchaser (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects; (iii) Verizon Sourcing LLC and the Company shall have duly executed and delivered the Letter of Agreement between the Company and Verizon Sourcing LLC, on behalf of itself and for the benefit of its Affiliates relating to a 5G Core Casa SMF+PGW-C & UPF+PGW-U Applications; and (iv) there shall be no temporary or permanent decree, judgment, order, injunction, ruling or writ enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable law be in effect enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. (c) The Purchasers obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) there shall have been no Material Adverse Effect since the date hereof; (ii) The Purchaser shall have received a certificate of the Secretary of the Company (a "Secretary's Certificate"), dated as of the Closing Date Date, in form and substance reasonably satisfactory to the Purchasers; Purchaser; (iii) The Company shall have caused the Securities to be issued in connection with the transactions contemplated hereby to be approved for listing (subject to official notice of issuance) on Nasdaq at or prior to Closing; 4 (iv) The Purchasers Purchaser shall have received evidence that holders of at least a majority of Registrable Shares (as defined in the Existing Registration Rights Agreement), on behalf of all holders of registration rights pursuant to the Existing Registration Rights Agreement, have consented to, or waived their rights in respect of, the transactions contemplated hereby; (v) The Purchaser shall have received a certificate signed by the Chief Executive Officer of the Company (an "Officer's Certificate"), dated as of the Closing Date Date, in form and substance reasonably satisfactory to the Purchasers; (v) Purchaser; and (vi) The Purchasers Purchaser shall have received an opinion of Ropes & Gray Goodwin Procter LLP, counsel for the Company ("Company Counsel"), dated as of the Closing Date, in a form reasonably satisfactory to the Purchasers; and (vi) No Material Adverse Effect has occurred. Purchaser. View More
Purchase and Sale. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue and sell to each the Purchaser, and each the Purchaser agrees to purchase from the Company, severally and not jointly, Company the number of Shares set forth opposite such Purchaser's name on Exhibit A hereto, Shares, at a purchase price equal to the Closing Purchase Price per share of Common Stock. (b) At the Closing, each the Purchaser shall deliver to the Company via wire transfer immediately available fun...ds equal to the purchase price set forth opposite such the Purchaser's name on Exhibit A hereto and the Company shall deliver to each the Purchaser its respective Shares in the amount amounts set forth opposite such the Purchaser's name on Exhibit A hereto, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. 2 2.2 Deliveries; Deliverables; Closing Conditions. (a) At the Closing, the Company will deliver or cause to be delivered to each the Purchaser certificate(s) or book-entry shares representing the Common Stock, purchased by such the Purchaser, registered in such the Purchaser's name. Such delivery shall be against payment of the purchase price therefor by such the Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring instructions. (b) The respective obligations of the Company, on the one hand, and each the Purchaser, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met: (i) (A) the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless in Sections 3.1(b), (c) and (e)(2) (in each case, unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) Purchaser) and the Purchasers representations and warranties contained herein of the Purchaser (with respect to the obligations of the Company); Company), and (B) the accuracy of the other representations and warranties of the Company set forth in Section 3.1 (other than sections 3.1(b), (c) and (e)(2)) at and as of the Closing (in each case, without giving effect to any materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except where the failure of such other representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not have a Material Adverse Effect; 4 (ii) (1) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) Purchaser) and the Purchasers Purchaser (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects; (iii) The Purchasers (2) the Purchaser shall have received a certificate of the Secretary of the Company (a "Secretary's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (iv) The Purchasers Purchaser; (3) the Purchaser shall have received a certificate signed by the Chief Executive Officer of the Company (an "Officer's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (v) The Purchasers Purchaser; (4) the Purchaser shall have received an opinion of Ropes & Gray LLP, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company ("Company Counsel"), dated as of the Closing Date, addressed to the Purchaser, in a form reasonably satisfactory to the Purchasers; and (vi) No Material Adverse Effect has occurred. Purchaser; (5) any consent, approval or clearance with respect to, or terminations or expiration of any applicable waiting period (and any extensions thereof) imposed under the HSR Act shall have been obtained, shall have been received or shall have terminated or expired, as the case may be. View More
Purchase and Sale. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser's name on Exhibit A hereto, at a purchase price equal to the Closing Share Purchase Price per share of Common Stock. (b) (c) At the Closing, each Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the it...s aggregate purchase price set forth opposite such Purchaser's name on Exhibit A hereto and the Company shall deliver to each Purchaser its respective Shares in Securities and the amount other items set forth opposite such Purchaser's name on Exhibit A hereto, in Section 2.2 of this Agreement deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. Date. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. 2 2.2 Deliveries; Closing Conditions. (a) At the Closing, the Company will deliver or cause to be delivered to each Purchaser certificate(s) or book-entry shares representing the Common Stock, purchased by such Purchaser, registered in such the Purchaser's name. Such delivery shall be against payment of the purchase price therefor by such the Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring instructions. (b) At the Closing, the Company will deliver or cause to be delivered to Ginkgo the Pre-Funded Warrants purchased by Ginkgo registered in Ginkgo's name. Such delivery shall be against payment of the purchase price therefor by the Ginkgo by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring instructions. (c) The respective obligations of the Company, on the one hand, and each Purchaser, the Purchasers, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company); (ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects; (iii) The Purchasers shall have received a certificate of the Secretary of the Company (a "Secretary's Certificate"), Company, dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (iv) The Purchasers shall have received a certificate signed by the Chief Executive Officer of the Company (an "Officer's Certificate"), Company, dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; and 3. (v) The Purchasers shall have received an opinion of Ropes & Gray LLP, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company ("Company Counsel"), Company, dated as of the Closing Date, in a form reasonably satisfactory to the Purchasers; and (vi) No Material Adverse Effect has occurred. Purchasers. View More
Purchase and Sale. (a) At (a)At the Closing, upon the terms set forth herein, the Company hereby agrees to issue and sell to each the Purchaser, and each the Purchaser agrees to purchase from the Company, severally and not jointly, Company the number of Shares set forth opposite such Purchaser's name on Exhibit A hereto, Shares, at a purchase price equal to the Closing Purchase Price per share of Common Stock. (b) At (b)At the Closing, each the Purchaser shall deliver to the Company via wire transfer immediately a...vailable funds equal to the purchase price set forth opposite such the Purchaser's name on Exhibit A hereto and the Company shall deliver to each the Purchaser its respective Shares in the amount amounts set forth opposite such the Purchaser's name on Exhibit A hereto, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. 2 2.2 Deliveries; 2.2Deliveries; Closing Conditions. (a) At (a)At the Closing, the Company will deliver or cause to be delivered to each the Purchaser certificate(s) or book-entry shares representing the Common Stock, purchased by such the Purchaser, registered in such the Purchaser's name. Such delivery shall be against payment of the purchase price therefor by such the Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring instructions. (b) The (b)The respective obligations of the Company, on the one hand, and each the Purchaser, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met: (i) the (i)the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) Purchaser) and the Purchasers Purchaser (with respect to the obligations of the Company); (ii) all (ii)all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) Purchaser) and the Purchasers Purchaser (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects; (iii) The Purchasers (iii)the Purchaser shall have received a certificate of the Secretary of the Company (a "Secretary's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (iv) The Purchasers Purchaser; (iv)the Purchaser shall have received a certificate signed by the Chief Executive Officer of the Company (an "Officer's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (v) The Purchasers Purchaser; and (v)the Purchaser shall have received an opinion of Ropes & Gray LLP, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company ("Company Counsel"), dated as of the Closing Date, addressed to the Purchaser, in a form reasonably satisfactory to the Purchasers; and (vi) No Material Adverse Effect has occurred. Purchaser. View More
