Purchase and Sale Contract Clauses (2,386)

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. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, the principal amount of the Senior Notes set forth opposite the name of such Purchaser on Schedule B hereto, and the Company agrees to pay the cash amount set forth opposite the name of such Purchaser on Schedule B hereto (each such amount, a "Cash P...ayment") to such Purchaser, in exchange for consideration consisting of the principal amount of the Junior Notes set forth opposite the name of such Purchaser on Schedule B hereto. Each Purchaser represents and warrants to the Company that it is an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended (the "Act"). To the extent the aggregate principal amount of the Junior Notes purchased by any Purchaser in the remarketing transaction referred to above is different from the aggregate principal amount of Junior Notes set forth opposite its name in Schedule B, the aggregate principal amount of Senior Notes to be purchased by such Purchaser hereunder, and the Cash Payment payable to such Purchaser hereunder, shall be increased (or decreased) in proportion to the increase (or decrease) in such principal amount of Junior Notes, and the principal amount of Junior Notes to be delivered by such Purchaser in respect thereof shall be correspondingly increased (or decreased). 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. 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. 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. Purchaser hereby purchases from Creditor, and Creditor hereby sells, transfers, conveys and assigns to Purchaser, for the consideration set forth herein, all right, title and interest of Creditor in and to a portion of, one or more claims of Creditor against Company described herein and attached hereto (the "Claim"). Creditor hereby sells, transfers and assigns all right, title and interest of Creditor in the Claim to Purchaser in the amount as stated herein. The balance of the subject debt betw...een Company and Creditor not purchased by purchaser pursuant to this agreement shall not be affected by this agreement. Pursuant to Exhibit "A" attached hereto. View More

Purchase and Sale. 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 the aggregate principal amounts of Securities set forth opposite such Underwriter's name on Schedule I hereto at a purchase price of 99.256% of the principal amount of the Securities, plus accrued interest, if any, from March 24, 2020 to the Closing Date.

Purchase and Sale. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at a purchase price of $24.7500 per Share for 18,487,792 Shares sold to institutional investors and $24.2125 per Share for 27,512,208 Shares sold to other investors, the number of Shares set forth opposite the name of such Underwr...iter in Schedule I hereto, subject to such adjustments as Morgan Stanley & Co. LLC ("Morgan Stanley") in its sole discretion shall make, or cause to be made, to eliminate any sales or purchases of fractional shares. 8 3. Payment and Delivery of the Shares. Delivery of and payment for the Shares shall be made at 10:00 a.m., New York City time, on August 8, 2019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 11 hereof, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Shares is herein called the "Time of Delivery." Delivery of the Shares shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same day funds to an account specified by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives otherwise instruct. View More

Purchase and Sale. Subject to the provisions and conditions set forth in this Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and Buyer purchases from Seller with a view to carrying on the Business as a going concern, all of Seller's right, title and interest in the assets used in the operation of the Business, free and clear of all Liens, with effect from the Effective Date, including, without limitation, (i) the assets described in Exhibit A, (ii) the goodwill developed by Sell...er in connection with its operation of the Business, and (iii) all other furniture, fixtures, equipment, supplies, inventory, leasehold improvements (to the extent owned by Seller and deliverable to Buyer), telephone numbers, tradenames, signs, and other business property used in the operation of the Business (collectively, the "Assets"). View More

Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to the Subscribers in the amounts as set forth on Appendix A hereto, and the Subscribers hereby agree to purchase and accept delivery from the Company, the Shares free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever ("Encumbrances"), for the aggregate Purchase Pr...ice, payable upon the execution hereof (the "Closing"). View More