Purchase and Sale Contract Clauses (2,386)

Purchase and Sale. 1.1 Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). 1.2 The Seller agrees to sell and Purchaser agrees to purchase on the Closing Date (as defined below), all the rights, title and interest in and to the Selling Stock in exchange for $250.00 (two hundred and fifty dollars) in cash. 1.3 Purchaser agrees to purchase on the Closing Date, all the rights, title and interest in and to the Selling Stock. 1.4 The closing of the ...purchase and sale provided for herein will take place on December 21st, 2018 (the "Closing Date") at a location mutually agreed upon by the parties. The parties will be responsible for their respective legal and professional fees associated with this purchase and sale unless otherwise indicated in this Agreement. 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. 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. 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 issue and sell the Securities to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to (i) 98.50% of the principal amount of the 2028 Notes and (ii) 98.50% of the principal amount ...of the 2030 Notes, in each case, plus accrued interest, if any, from September 18, 2019 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. 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 issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company (i) with respect to the 2019 Notes, at a purchase price of 99% of the gross proceeds to the Company (i.e. less a discount of $6,000,000), plus accrued interest, if any, from October 17, 2014 to the Closing Date, the principal amount of the 2019 No...tes set forth opposite such Underwriter's name in Schedule I hereto and (ii) with respect to the 2025 Notes, at a purchase price of 99% of the gross proceeds to the Company (i.e. less a discount of $14,000,000), plus accrued interest, if any, from October 17, 2014 to the Closing Date, the principal amount of the 2025 Notes set forth opposite such Underwriter's name in Schedule I hereto. 12 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, New York City time October 17, 2014 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 10 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities 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 the account specified by the Company in writing to the Representatives. Delivery of the Securities shall be made through the facilities of The Depository Trust Company ("DTC") unless the Representatives shall otherwise instruct. View More

Purchase and Sale. 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 principal balances and notional amounts of the Underwritten Certificates set forth beneath the name of each Underwriter set forth in Schedule I, and any additional portions... of the 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. 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, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of $46.65 per share, the number of Securities set forth opposite such Underwriter's name in Schedule A attached hereto, plus any additional number of Securities which such Underwriter may become obligated to p...urchase pursuant to the provisions of Section 9 hereof. 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 Manager, and each Manager agrees, severally and not jointly, on a firm commitment basis, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Manager's name in Schedule II hereto. In consideration of the agreement by the Managers to act as the managers in relati...on to the issue of the Securities and to purchase the Securities as provided above, the Company shall pay to each Manager the underwriting commissions set forth opposite such Manager's name in Schedule II hereto. The underwriting commissions of each Manager shall be deducted from the gross proceeds of the Securities purchased by each Manager (such gross proceeds being calculated by multiplying the Purchase Price by the principal amount of the Securities to be purchased by such Manager) on the Closing Date prior to the payment of the proceeds to the Company (such payment to the Company, the "Net Subscription Monies"). The Company has appointed Yuanta Securities Co., Ltd. as the filing agent for the Company to assist the Company in making the required reporting to the Central Bank of the Republic of China (Taiwan) and the TPEx in connection with the issue and offering of the Securities and filing with the TPEx of the application to list the Securities on the TPEx. The Company has appointed Yuanta Securities Co., Ltd. as its securities firm for providing quotations in respect of the Securities in accordance with Article 24-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds (the "TPEx Rules"). 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 the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company the Securities at a purchase price of 99.246% of the principal amount thereof, the respective principal amounts of the Securities set forth opposite the name of such Underwriter in Schedule I hereto.