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. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Securities, and, subject to the conditions set forth herein, each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the aggregate principal amount of Securities set forth opposite their names on Schedule A under the column entitled "Principal Amount of Securities To Be Purchased", at a purchase price of 99.000% of the principal amount thereof, plus accrued interest, ...if any, from March 9, 2018, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.View More
Purchase and Sale. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Securities, and, subject to the conditions set forth herein, each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the aggregate principal amount of Securities set forth opposite their names on Schedule A under the column entitled "Principal Amount of Securities To Be Purchased", at a purchase price of 99.000% 99.00% of the principal amount thereof, plus accrued int...erest, if any, from March 9, 2018, November 13, 2019, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth. 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 Underwriter and the Underwriter agrees to purchase from the Company, at a purchase price of 100.00047% of the principal amount thereof, the principal amount of the Class B Notes in the amount of $26,369,863. The purchase price of the Class B Notes will also include a payment of $13,433.98 constituting the unpaid interest ...due to the Company, as the holder of the Class B Notes, accruing from and including November 15, 2016 to but excluding the Closing Date. (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 the Underwriter and the Underwriter agrees to purchase from the Company, at a purchase price of 100.00047% 101.40125% of the principal amount thereof, the principal amount of the Class B Notes in the amount of $26,369,863. $57,534,246. The purchase price of the Class B Notes will also include a payment of $13,433.98 $8,150.68... constituting the unpaid interest due to the Company, as the holder of the Class B Notes, accruing from and including November August 15, 2016 to but excluding the Closing Date. (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) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Operating Partnership agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Operating Partnership, at a purchase price of 99.211% of the aggregate principal amount thereof, the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto, together with any additional Notes such U...nderwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Operating Partnership agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Operating Partnership, at a purchase price of 99.211% 99.160% of the aggregate principal amount thereof, the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto, together with any additional Note...s such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Operating Partnership agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Operating Partnership, at a purchase price of 99.211% 98.492% of the aggregate principal amount thereof, the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto, together with any additional Note...s such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. 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 Stockholder hereby agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $30.40 per share, the amount of the Securities set forth opposite such Underwriter's name in Schedule I(A) hereto. (b) [Reserved].
Purchase and Sale. a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Stockholder hereby agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $30.40 $48.57 per share, the amount of the Securities set forth opposite such Underwriter's name in Schedule I(A) hereto. (b) [Reserved].
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Shareholders agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Shareholders, at the purchase price set forth in Schedule A hereto, that proportion of the number of Initial Securities which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional... number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, bears to the total number of Initial Securities to be sold by the Selling Shareholders in the aggregate, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) In addition, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Shareholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,183,150 Securities in the aggregate, at the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial Securities to be sold by the Selling Shareholders in the aggregate, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.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 Shareholders agree Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Shareholders, at Issuer the purchase price set forth in Schedule A hereto, that proportion of the number of Initial Securities which the respective number of Initial Securities set forth opposite such Underwriter's name in Sche...dule A opposite the name of such Underwriter, I, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, bears to the total number of Initial Securities to be sold by the Selling Shareholders in the aggregate, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any 12 sales or purchases of fractional shares. shares, at a purchase price per share (the "Purchase Price") of (i) $24.5000 for those Securities offered and sold by the Underwriters pursuant to institutional orders and (ii) $24.2125 for those Securities offered and sold by the Underwriters pursuant to retail orders; it being understood that the aggregate purchase price for the Initial Securities is $242,337,750. (b) In addition, subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein set forth, contained, the Selling Shareholders Issuer hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,183,150 Securities in the aggregate, at the price per share 1,500,000 shares of Series A Preferred Shares, as set forth in Schedule A hereto, I, at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company Issuer and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company and the Selling Shareholders Issuer setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") (an "Additional Closing Date") shall be determined by the Representatives, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto I opposite the name of such Underwriter bears to the total number of Initial Securities to be sold by the Selling Shareholders in the aggregate, Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. View More
Purchase and Sale. (a) Subject Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Selling Shareholders agree to sell to each Underwriter, and each Underwriter Stockholders -15- agrees, severally and not jointly, to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each of the Sel...ling Shareholders, Stockholders, at the purchase price per share set forth in Schedule A hereto, that proportion of the number of Initial Securities which A, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 10 hereof, bears to the total number of Initial Securities to be sold by the Selling Shareholders in the aggregate, subject, in each case, to such adjustments among the Underwriters as the Representatives Goldman, Sachs & Co. in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. Securities. (b) Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Selling Shareholders Stockholders, to the extent indicated in Schedule B hereto, hereby grant grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,183,150 Securities in the aggregate, 4,200,000 shares of Common Stock at the price per share set forth in Schedule A hereto, A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders Stockholders setting forth the number of Option Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Optional Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full Business Days business days after the exercise of said option, nor in any event prior to the Closing Date. Time. If the option is exercised as to all or any portion of the Option Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial Securities to be sold by the Selling Shareholders in the aggregate, Securities, subject, in each case, to such adjustments as the Representatives Goldman, Sachs & Co. in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. Securities. View More
Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property upon the terms and conditions set forth in this Agreement.
Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, the Property upon the terms and conditions set forth in this Agreement.
Purchase and Sale. Seller agrees to sell to Buyer, Buyer and Buyer agrees to purchase buy from Seller, Seller the Property upon on the terms and conditions set forth in this Agreement. herein.
Purchase and Sale. 2.1. Upon the terms and conditions set forth herein, on the Closing Date, and immediately following the execution of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, (i) the number of shares of Series E Preferred Stock as set forth for each Purchaser on Exhibit A (as to each applicable Purchaser, the "Purchased Series E Preferred Stock") at the price of $2.00 per share of Purchased Series E Preferred Stock, being an aggregate ...purchase price as set forth for each Purchaser on Exhibit A (as to each applicable Purchaser, the "Series E Purchase Price"). The Series E Preferred Purchase Price, as to each Purchaser and as set forth on Exhibit A in the column entitled "Total Purchase Price," shall be referred to herein collectively as the "Purchase Price." The Purchased Series E Preferred Stock, as to each Purchaser and as set forth on Exhibit A, shall be referred to herein collectively as the "Purchased Stock." 2 2.2. The "Closing" of the transaction contemplated hereby shall be held on the Closing Date immediately following the execution of this Agreement. The Closing shall be conducted without a formal meeting of the Parties unless otherwise mutually agreed to by the Parties. 2.3. At the Closing: 2.3.1. Each Purchaser shall pay the Purchase Price identified for such Purchaser on Exhibit A, by check payable to the Company or wire transfer of immediately available funds to the Company, in accordance with the Company's written wire transfer instructions provided prior to, or at, the Closing; and 2.3.2. Upon receipt of the Purchase Price paid by a specific Purchaser, the Company shall instruct its transfer agent to deliver to such Purchaser a statement indicating the journal entry recording the Purchased Stock being acquired by such Purchaser hereunder, provided, that if so requested by a Purchaser, the Company shall deliver to such Purchaser certificates representing the Purchased Stock; and 2.3.3. The Company and each Purchaser shall execute and deliver such other documents or instruments as may be reasonably necessary to consummate and effect the transactions contemplated by this Agreement and the Transaction Documents.View More
Purchase and Sale. 2.1. Upon the terms and conditions set forth herein, on the Closing Date, and immediately following the execution of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, (i) the number of shares of Series E C Preferred Stock as set forth for each Purchaser on Exhibit A (as to each applicable Purchaser, the "Purchased Series E C Preferred Stock") at the price of $2.00 $0.075 per share of Purchased Series E C Preferred Stock, being ...an aggregate purchase price as set forth for each Purchaser on Exhibit A (as to each applicable Purchaser, the "Series E C Purchase Price"). The Series E C Preferred Purchase Price, as to each Purchaser and as set forth on Exhibit A in the column entitled "Total Purchase Price," shall be referred to herein collectively as the "Purchase Price." The Purchased Series E C Preferred Stock, as to each Purchaser and as set forth on Exhibit A, shall be referred to herein collectively as the "Purchased Stock." 2 2.2. The "Closing" of the transaction contemplated hereby shall be held on the Closing Date immediately following the execution of this Agreement. The Closing shall be conducted without a formal meeting of the Parties unless otherwise mutually agreed to by the Parties. 2.3. At the Closing: 2.3.1. Each Purchaser shall pay the Purchase Price identified for such Purchaser on Exhibit A, by check payable to the Company or wire transfer of immediately available funds to the Company, in accordance with the Company's written wire transfer instructions provided prior to, or at, to the Closing; and 2.3.2. Upon receipt of the Purchase Price paid by a specific Purchaser, the The Company shall instruct its transfer agent to deliver to such each Purchaser a statement indicating the journal entry recording the Purchased Stock being acquired by such Purchaser hereunder, provided, that if so requested by a Purchaser, the Company shall deliver to such Purchaser certificates representing the Purchased Stock; and 2.3.3. The Company and each Purchaser shall execute and deliver such other documents or instruments as may be reasonably necessary to consummate and effect the transactions contemplated by this Agreement and the Transaction Documents. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, at the applicable purchase prices set forth in Schedule I hereto, the respective certificate balances and notional amounts of the Registered Certificates set forth beneath the name of each Underwriter set forth in Schedule I, and any additional port...ions of the Registered Certificates that any such Underwriter may be obligated to purchase pursuant to Section 10 hereof, in all cases plus accrued interest as set forth in Schedule I. (b) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Registered Certificates (i) less than three (3) business days after the filing of the Preliminary Prospectus, (ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus with the Commission in accordance with Rule 424(h)(2) under the 1933 Act, and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission, pursuant to Section 1(a)(xxix) of this Agreement, of the Form 15G (as defined herein). 3. Delivery and Payment. Delivery of and payment for the Registered Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Certificates shall be made either directly to you or through the facilities of The Depository Trust Company ("DTC"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, at the applicable purchase prices set forth in Schedule I hereto, the respective certificate principal balances and or notional amounts of the Registered Underwritten Certificates set forth beneath opposite the name of each Underwriter set forth in ...Schedule I, and any additional portions of the Registered Underwritten Certificates that any such Underwriter may be obligated to purchase pursuant to Section 10 hereof, in all cases plus accrued interest as set forth in Schedule I. (b) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Registered Certificates (i) less than three (3) business days after the filing of the Preliminary Prospectus, (ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus with the Commission in accordance with Rule 424(h)(2) under the 1933 Act, and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission, pursuant to Section 1(a)(xxix) of this Agreement, of the Form 15G (as defined herein). -11- 3. Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company ("DTC"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, at the applicable purchase prices set forth in Schedule I hereto, the respective certificate principal balances and notional amounts of the Registered Underwritten Certificates set forth beneath the name of each Underwriter set forth in Schedule I, ...and any additional portions of the Registered Underwritten Certificates that any such Underwriter may be obligated to purchase pursuant to Section 10 hereof, in all cases plus accrued interest as set forth in Schedule I. (b) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Registered Certificates (i) less than three (3) business days after the filing of the Preliminary Prospectus, (ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus with the Commission in accordance with Rule 424(h)(2) under the 1933 Act, and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission, pursuant to Section 1(a)(xxix) of this Agreement, of the Form 15G (as defined herein). 3. Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company ("DTC"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC. View More
Purchase and Sale. Contemporaneously with the execution and delivery of this Agreement, Seller hereby sells, assigns and transfers to the Company, and the Company hereby purchases, accepts and acquires from Seller, the Repurchase Shares in consideration of the payment by the Company to Seller contemporaneously herewith of U.S. $7,496,280 by wire transfer of immediately available funds to Seller's designated account (the "Purchase Price"). Seller shall deliver to the Company contemporaneously herewith stock certifi...cates representing such Repurchase Shares, accompanied by stock powers and, subject to Section 6(h), bearing or accompanied by all requisite stock transfer stamps.View More
Purchase and Sale. Contemporaneously with the execution and delivery of this Agreement, Seller hereby sells, assigns and transfers to the Company, and the Company hereby purchases, accepts and acquires from Seller, the Repurchase Shares in consideration of the payment by the Company to Seller contemporaneously herewith of U.S. $7,496,280 $7,240,640 by wire transfer of immediately available funds to Seller's designated account (the "Purchase Price"). Seller shall deliver to the Company contemporaneously herewith st...ock certificates representing such Repurchase Shares, accompanied by stock powers and, subject to Section 6(h), bearing or accompanied by all requisite stock transfer stamps. View More
Purchase and Sale. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stoc...k transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Tokyo, Japan, on September 21, 2020, or such other place, date and time as the parties hereto may otherwise agree.View More
Purchase and Sale. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stoc...k transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Tokyo, Osaka, Japan, on September 21, 2020, May 2, 2016, or such other place, date and time as the parties hereto may otherwise agree. View More
Purchase and Sale. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stoc...k transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Tokyo, Osaka, Japan, on September 21, 2020, July 31, 2014, or such other place, date and time as the parties hereto may otherwise agree. View More
