Grouped Into 14 Collections of Similar Clauses From Business Contracts
This page contains Sale and Purchase clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Compan...y is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares Securities (subject to such adjustment as the Representative may determine to avoid fractional shares) set forth opposite the name of ...such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $[ ● ] $9.625 per Share. share. The Company is advised by you the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, them (subject to such adjustment as the Representative may determine to avoid fractional shares) all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Securities, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Securities; provided that the purchase price per share for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the 2 Company and payable on the Firm Securities but not payable on such Additional Securities. This option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no an additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares Securities (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional shares), subject to adjustment shares). As used herein "Business Day" shall mean a day on which the New York Stock Exchange (the "NYSE") is open for trading and commercial banks in accordance with Section 8 hereof. the City of New York are open for business. View More
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, ...in each case hereto opposite its name at a the purchase price of $[ ● ] per Share. set forth in Schedule B hereto (the "Purchase Price"). The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with up to the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary set forth in Schedule B hereto at the Purchase Price to cover over-allotments made in connection with over-allotments, provided, however, that the offering of the Firm Shares, at the same purchase price per Share to be amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company for and payable on the Firm Shares but not payable on such Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no an additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A B hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject shares). As used herein "Business Day" shall mean a day on which the New York Stock Exchange (the "NYSE") is open for trading and commercial banks in the City of New York are open for business. 3 40 2. Payment and Delivery. Payment of the purchase price for the Firm Shares shall be made to adjustment the Company by federal funds wire transfer in accordance with Section 8 hereof. the closing date and time set forth in Schedule B hereto (unless another time shall be agreed to by the Representatives and the Company). The time at which any such payment and delivery are actually made is herein sometimes called the "time of purchase." Delivery of the Firm Shares and Additional Shares shall be made through the facilities of the Depository Trust Company ("DTC") and shall be in global form, as one or more global notes representing the Shares, unless the Representatives shall otherwise instruct. The Firm Shares so to be delivered or evidence of their issuance will be made available for checking at least 24 hours prior to the time of purchase. Payment of the purchase price for Additional Shares shall be made at each additional time of purchase in the same manner and at the same office as the payment for the Firm Shares. The Additional Shares being purchased on each additional time of purchase or evidence of their issuance will be made available for checking at a reasonable time in advance of such additional time of purchase. View More
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to 2 the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof..., in each case hereto opposite its name at a purchase price per share of $[ ● ] per Share. $13.76 (the "Purchase Price"). The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion less than all of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company for and payable on the Firm Shares but not payable on such Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such Each such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no an additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment shares). As used herein "Business Day" shall mean a day on which the New York Stock Exchange (the "NYSE") is open for trading and commercial banks in accordance with Section 8 hereof. the City of New York are open for business. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $2.97 per Share. The Company is a...dvised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Shares as soon after the effective date of this Agreement as in your judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine.View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number respective principal amount of Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase pri...ce of $2.97 equal to 99.003% per Share. Securities. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Shares Securities as soon after the effective date effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Shares Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Each Underwriter, severally and not jointly, represents and agrees as set forth in Appendix A hereto. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, Selling Stockholders agrees to sell, in each case severally and not jointly, to the Underwriter, and the Underwriter agrees to purchase from the Company the number of Shares set forth opposite the its name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordanc...e with Section 8 hereof, in each case hereto at a purchase price of $2.97 $50.50 per Share. The Company is Selling Stockholders are advised by you that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Shares as soon as advisable after the effective date of this Agreement as in your judgment is advisable the Registration Statement and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Subject to the sale of the Shares by the Selling Stockholders to the Underwriter in compliance with the terms of this Agreement, the Underwriter agrees to sell to Holdings, and Holdings agrees to purchase from the Underwriter, 1,683,168 Shares (the "Repurchased Shares") at a purchase price of $50.50 per Share, as described in the Disclosure Package and Prospectus (the "Share Repurchase"). View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, Selling Stockholders agrees to sell, in each case severally and not jointly, to the Underwriter, and the Underwriter agrees to purchase from the Company the number of Shares set forth opposite the its name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordanc...e with Section 8 hereof, in each case hereto at a purchase price of $2.97 $50.50 per Share. The Company is Selling Stockholders are advised by you that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Shares as soon as advisable after the effective date of this Agreement as in your judgment is advisable the Registration Statement and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Subject to the sale of the Shares by the Selling Stockholders to the Underwriter in compliance with the terms of this Agreement, the Underwriter agrees to sell to Holdings, and Holdings agrees to purchase from the Underwriter, 1,683,168 Shares (the "Repurchased Shares") at a purchase price of $50.50 per Share, as described in the Disclosure Package and Prospectus (the "Share Repurchase"). View More
Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.333% of the principal amount thereof, the principal amount of the 2024 Notes set forth in Schedule A hereto opposite the name of such Underwriter. In addition, upon the basis of the warranties and representations and su...bject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.241% of the principal amount thereof, the principal amount of the 2030 Notes set forth in Schedule A hereto opposite the name of such Underwriter.View More
Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company: (a) at a purchase price of 99.333% 99.184% of the principal amount thereof, the principal amount of the 2024 2031 Notes set forth in Schedule A hereto opposite the name of such Underwriter and (b) at a purchase price of 98.703% of the p...rincipal amount thereof, the principal amount of the 2050 Notes set forth in Schedule A hereto opposite the name of such Underwriter. In addition, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.241% of the principal amount thereof, the principal amount of the 2030 Notes set forth in Schedule A hereto opposite the name of such Underwriter.View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Partnership agrees to issue and sell to the respective Underwriters, the General Partner agrees to cause the Partnership to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject ...to adjustment in accordance with Section 8 hereof, at a purchase price equal to 98.785% of the principal amount of the 2028 Notes and 98.294% of the principal amount of the 2048 Notes, in each case plus accrued and unpaid interest, if any, from March 2, 2018 to the Closing Date.2. Payment and Delivery. Payment of the purchase price for the Notes shall be made to the Partnership by Federal Funds wire transfer against electronic delivery of the Notes in book-entry form to the Representatives through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on March 2, 2018 (the "Closing Date") (unless another time shall be agreed to by the Representatives and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the "time of purchase." Delivery of the Notes shall be made in book-entry form through the Full Fast Program of the facilities of DTC unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at substantially the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters. Delivery of the documents described in Section 6 hereof with respect to the purchase of the Notes shall be made at the offices of Vinson & Elkins L.L.P., 1001 Fannin St., Suite 2500, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on the Closing Date.View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Partnership agrees to issue and sell to the respective Underwriters, the General Partner agrees to cause the Partnership to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject ...to adjustment in accordance with Section 8 hereof, at a purchase price equal to 98.785% 99.168% of the principal amount of the 2028 Notes and 98.294% 98.037% of the principal amount of the 2048 Notes, in each case plus accrued and unpaid interest, if any, from March 2, August 9, 2018 to the Closing Date.2. Payment and Delivery. Payment of the purchase price for the Notes shall be made to the Partnership by Federal Funds wire transfer against electronic delivery of the Notes in book-entry form to the Representatives through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on March 2, August 9, 2018 (the "Closing Date") (unless another time shall be agreed to by the Representatives and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the "time of purchase." Delivery of the Notes shall be made in book-entry form through the Full Fast Program of the facilities of DTC unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at substantially the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters. Delivery of the documents described in Section 6 hereof with respect to the purchase of the Notes shall be made at the offices of Vinson & Elkins L.L.P., 1001 Fannin St., Suite 2500, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on the Closing Date. View More
Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company: (a) at a purchase price of 99.192% of the principal amount thereof, the principal amount of the 2029 Notes set forth in Schedule A hereto opposite the name of such Underwriter and (b) at a purchase price of 109.505% of the principal amount there...of, the principal amount of the 2050 Notes set forth in Schedule A hereto opposite the name of such Underwriter, plus accrued interest from and including July 15, 2019 up to, but not including, the date of delivery of the 2050 Notes. -3- 2. Payment and Delivery of Notes. Delivery of the Notes to the Underwriters through the facilities of The Depository Trust Company ("DTC") for the account of the Underwriters shall be made against payment of the purchase price for the Notes by or on behalf of the Underwriters to the Company by federal funds wire transfer. Such payment and delivery shall be made at 11:00 A.M., New York City time, on September 12, 2019 (unless another time shall be agreed to by the Underwriters and the Company). The time at which such payment and delivery of the Notes are actually made is herein called the "time of purchase." The Notes shall be delivered to the Underwriters, through the facilities of DTC, represented by one or more definitive global notes in book-entry form in such names and in such denominations as the Underwriters shall specify no later than the second Business Day (as defined below) preceding the time of purchase. For the purpose of expediting the checking of the certificates representing the Notes by the Underwriters, the Company agrees to make such certificates available to the Underwriters for such purpose at DTC or its designated custodian at least one full Business Day preceding the time of purchase. As used herein "Business Day" shall mean a day on which the New York Stock Exchange ("NYSE") is open for trading or commercial banks in the City of New York are open for business.View More
Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Company: (a) at a purchase price of 99.192% 99.021% of the principal amount thereof, the principal amount of the 2029 2034 Notes set forth in Schedule A hereto opposite the name of such Underwriter and (b) at a purchase price of 109.505% 98.700% of the p...rincipal amount thereof, the principal amount of the 2050 2052 Notes set forth in Schedule A hereto opposite the name of such Underwriter, plus accrued interest from and including July 15, 2019 up to, but not including, the date of delivery of the 2050 Notes. -3- Underwriter. 2. Payment and Delivery of Notes. Delivery of the Notes to the Underwriters through the facilities of The Depository Trust Company ("DTC") for the account of the Underwriters shall be made against payment of the purchase price for the Notes by or on behalf of the Underwriters to the Company by federal funds wire transfer. Such payment and delivery shall be made at 11:00 A.M., New York City time, on September 12, 2019 February 16, 2022 (unless another time shall be agreed to by the Underwriters and the Company). The time at which such payment and delivery of the Notes are actually made is herein called the "time of purchase." The Notes shall be delivered to the Underwriters, through the facilities of DTC, represented by one or more definitive global notes in book-entry form in such names and in such denominations as the Underwriters shall specify no later than the second Business Day (as defined below) preceding the time of purchase. For the purpose of expediting the checking of the certificates representing the Notes by the Underwriters, the Company agrees to make such certificates available to the Underwriters for such purpose at DTC or its designated custodian at least one full Business Day preceding the time of purchase. As used herein "Business Day" shall mean a day on which the New York Stock Exchange ("NYSE") is open for trading or commercial banks in the City of New York are open for business. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and the each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") to be paid by the several Underwriters set forth in Schedule A, the aggregate principal amount of Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to... adjustment in accordance with Section 8 hereof. The Company is advised by you that the Underwriters intend initially to offer the Securities upon the terms set forth in the Prospectus.View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters Underwriter and the each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company at the price (the "Purchase Price") to be paid by the several Underwriters Underwriter set forth in Schedule A, the aggregate principal amount of Securities set forth opposite the name of such the Underwriter i...n Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof. hereto. The Company is advised by you that the Underwriters intend Underwriter intends initially to offer the Securities upon the terms set forth in the Prospectus. View More
Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, assign and convey to Buyer, for the consideration specified in Section 2 below, all of Seller's right, title and interest in and to the assets and properties set fo1ih on Schedule 1.1 hereto (the "Equipment").
Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, assign and convey to Buyer, for the consideration specified in Section 2 3 below, all of Seller's right, title and interest in and to the assets and properties set fo1ih forth on Schedule 1.1 hereto (the "Equipment").
Sale and Purchase. Subject to the terms and conditions of this Agreement, Buyer hereby agrees to purchase from Seller, and Seller hereby agrees to sell, assign, transfer, and deliver to Buyer (the "Purchase"), all of Seller's right, title and interest in and to the Purchased Shares for Four Thousand Two Hundred Fifty and No/100 Dollars ($4,250.00) (the "Purchase Price"). On the date hereof, Buyer (or an affiliate thereof) shall deliver to Seller the Purchase Price, by wire transfer of immediately available funds t...o an account designated by Seller, and Seller shall deliver to Buyer the Purchased Shares, together with an executed power evidencing transfer thereof (attached hereto).View More
Sale and Purchase. Subject to the terms and conditions of this Agreement, Buyer hereby agrees to purchase from Seller, and Seller hereby agrees to sell, assign, transfer, and deliver to Buyer (the "Purchase"), all of Seller's right, title and interest in and to the Purchased Shares for Four Thousand Two Five Hundred Fifty and No/100 Dollars ($4,250.00) ($4,500.00) (the "Purchase Price"). On the date hereof, Buyer (or an affiliate thereof) shall deliver to Seller the Purchase Price, by wire transfer of immediately ...available funds to an account designated by Seller, and Seller shall deliver to Buyer the Purchased Shares, together with an executed power evidencing transfer thereof (attached hereto). View More
Sale and Purchase. (a) Backstop Purchase Shares. (i) Subject to the terms and conditions hereof, solely in the event of the valid delivery of the Utilization Notice by the Company to the Purchaser hereunder, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company a number of Backstop Purchase Shares equal to the Subscription Amount for an aggregate purchase price of $10.00 per share multiplied by the number of Backstop Purchase Shares issued and sold hereunder (such agg...regate purchase price, the "BPS Purchase Price"). In no event will the BPS Purchase Price be greater than the lesser of (x) the then-current Utilization Limit and (y) the total number of Class A Ordinary Shares subject to Buyer Share Redemptions multiplied by $10.00. (ii) The valid delivery of the Utilization Notice hereunder shall serve as notice to the Purchaser that the Purchaser will be required to pay the BPS Purchase Price, and acquire the Backstop Purchase Shares, at the BPS Closing (as defined below). 2 (iii) The closing of the sale of the Backstop Purchase Shares (the "BPS Closing") shall be held on the same date and immediately prior to the Closing (such date being referred to as the "Closing Date"); provided, however, that unless consented to in writing by the Purchaser, the BPS Closing shall not occur prior to the twelfth (12th) Business Day following the Purchaser's receipt of the Utilization Notice. At the BPS Closing, the Company will issue to the Purchaser the Backstop Purchase Shares, registered in the name of the Purchaser, against (and concurrently with) the payment of the BPS Purchase Price to the Company by wire transfer of immediately available funds to the account notified to the Purchaser by the Company in the Utilization Notice. If the Closing does not occur within thirty (30) days after the Purchaser delivers the BPS Purchase Price to the Company, the Company shall return to the Purchaser the BPS Purchase Price; provided that the return of the BPS Purchase Price shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder. (b) Delivery of Backstop Purchase Shares. (i) The Company shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually or collectively, the "Securities") in the register of members of the Company and with the Company's transfer agent by book-entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing. (ii) Each register and book-entry for the Backstop Purchase Shares purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS." (c) Legend Removal. If the Backstop Purchase Shares are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), then at the Purchaser's request, the Company will, at its sole expense, cause the Company's transfer agent to remove the legend set forth in Section 2(b)(ii) hereof. In connection therewith, if required by the Company's transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Backstop Purchase Shares without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes that removal of the legend could reasonably be expected to result in or facilitate transfers of Backstop Purchase Shares in violation of applicable law. (d) Registration Rights. The Purchaser shall have registration rights with respect to the Backstop Purchase Shares as set forth on Exhibit A (the "Registration Rights").View More
Sale and Purchase. (a) Backstop Purchase Shares. (i) Subject to the terms and conditions hereof, solely in the event of the valid following delivery of the Utilization Backstop Notice by the Company DSAC to the Purchaser Purchasers hereunder, the Company DSAC shall issue and sell to the Purchaser, Purchasers, and the Purchaser Purchasers shall purchase from the Company DSAC a number of Backstop Purchase Shares equal to the Subscription Amount for an aggregate purchase price equal to the product of (x) $10.00 per s...hare multiplied by (y) the number of Backstop Purchase Shares to be issued and sold hereunder (such aggregate purchase price, the "BPS Purchase Price"). In no event will the BPS Purchase Price be greater than the lesser The numbers of (x) the then-current Utilization Limit shares, per share amounts and (y) the total number of Class A Ordinary Shares subject to Buyer Share Redemptions multiplied by $10.00. (ii) The valid delivery purchase price of the Utilization Notice hereunder shall serve as notice to the Purchaser that the Purchaser will be required to pay Backstop Purchase Shares and the BPS Purchase Price, as applicable, shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof. Each Purchaser's obligations hereunder shall be joint and acquire several with the Backstop Purchase Shares, at obligations of the BPS Closing (as defined below). other Purchasers. 2 (iii) (b) The closing of the sale of the Backstop Purchase Shares (the "BPS Closing") shall be held on simultaneously with the same date closing of the PIPE Financing and immediately prior to the Closing (such date being referred to as the "Closing Date"); provided, however, that unless consented to in writing by the Purchaser, the BPS Closing shall not occur prior to the twelfth (12th) Business Day following the Purchaser's receipt of the Utilization Notice. Effective Time. At the BPS Closing, the Company will DSAC shall issue to the Purchaser Purchasers (or the funds, accounts and/or assignees designated by the Purchasers in accordance with this Agreement if so designated by the Purchasers, or its nominee in accordance with its delivery instructions) or to a custodian designated by any Purchaser, as applicable, in each case prior to the BPS Closing, the Backstop Purchase Shares, registered in the name of the Purchaser, against (and concurrently with) the payment of the BPS Purchase Price to the Company by wire transfer of immediately available funds to the account notified to the Purchaser by the Company in the Utilization Notice. If the Closing does not occur within thirty (30) days after the Purchaser delivers the BPS Purchase Price to the Company, the Company shall return to the Purchaser the BPS Purchase Price; provided that the return of the BPS Purchase Price shall not terminate this Agreement or otherwise relieve either party free and clear of any of its obligations hereunder. (b) Delivery of liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Backstop Purchase Shares. (i) The Company Shares, unless otherwise determined by DSAC, shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually or collectively, the "Securities") be uncertificated, with record ownership reflected only in the register of members shareholders of DSAC (a copy of which showing the Purchasers and/or their designees as the owners of the Company and with the Company's transfer agent by book-entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing. (ii) Each register and book-entry for the relevant Backstop Purchase Shares purchased by on and as of the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares Closing Date shall be stamped provided to the Purchasers on the Closing Date or otherwise imprinted with a legend, in substantially promptly thereafter). (c) The Purchasers shall enter into the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS." (c) Legend Removal. If Amended and Restated Registration Rights Agreement at Closing, and the Backstop Purchase Shares are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), then at the Purchaser's request, the Company will, at its sole expense, cause the Company's transfer agent to remove the legend set forth in Section 2(b)(ii) hereof. In connection therewith, if required by the Company's transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Backstop Purchase Shares without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes that removal of the legend could reasonably be expected to result in or facilitate transfers of Backstop Purchase Shares in violation of applicable law. (d) Registration Rights. The Purchaser Purchasers shall have certain registration rights with respect to the Backstop Purchase Shares as set forth on Exhibit A referenced therein (the "Registration Rights"). View More
Sale and Purchase. (a) In connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the Transferors hereby agree to sell to the Investor [●] Founder Shares (such shares, the "Transferred Shares") for an aggregate purchase price of $[●] ($0.009 per share) (the "Transfer Price") on the date of the closing of the IPO, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind (collect...ively, "Encumbrances") affecting the Transferred Shares, other than any restrictions on transfer that may be imposed under applicable securities laws, and the Investor hereby agrees to purchase the Transferred Shares (the "Transfer"). The allocations of the Transferred Shares between the Transferors at the Transfer Price are set out in Schedule A attached hereto. Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, the Investor shall pay the Transfer Price to the Transferors in immediately available funds to an account designated by the Transferors in writing at least three Business Days prior to the Transfer upon request by the Transferors or underwriter. (b) Subject to (i) the fulfillment by the Investor (but only to the extent actually allocated to the Investor by the underwriters) of the IPO Indication (which shall include the acquisition of 100% of the units of the SPAC allocated to the Investor by the underwriters in the IPO, which number of allocated units shall not be greater than [●]% of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters' over-allotment option) or greater than the IPO Indication) and (ii) the Investor's payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto. The parties intend that the purchase of the Transferred Shares contemplated by this Agreement be treated as a taxable sale and purchase of the Transferred Shares that is governed by Section 1001 of the Internal Revenue Code of 1986, as amended, and agree not to take any tax reporting position inconsistent with this agreed tax treatment. The Transferred Shares shall not be reduced should the Investor be allocated less than the IPO Indication. The parties hereto acknowledge that in the event the Investor or its affiliates do not submit the IPO Indication, the Transferors and the SPAC's only remedy with respect thereto shall be the forfeiture of the Investor's Transferred Shares. 1 (c) Notwithstanding anything to the contrary herein, the number of Transferred Shares shall not be subject to share price or other vesting triggers, claw-back, cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including but not limited to (i) transfer by the Investor or Transferors of the Founder Shares to any person, (ii) downsizing of the IPO, (iii) failure of the underwriters to exercise their overallotment option in whole or in part, (iv) concessions or "earn-out" triggers made by the Transferors or any other holder of Founder Shares in connection with the negotiation of a Business Combination (as defined below) or otherwise, or (v) any other event or modification, without the Investor's prior written consent. (d) The obligations of the Investor hereunder are subject to there being no material change in the pricing of the IPO or in the structure, terms and conditions in the capital structure of the SPAC from those set forth in the Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission on [_______, 2022], as amended from time to time, or as listed herein (the "Registration Statement"). (e) In the event the IPO does not close by August 31, 2022, this Agreement shall terminate and be of no further force and effect unless agreed in writing by the parties hereto.View More
Sale and Purchase. (a) In connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the Transferors Sponsor hereby agree agrees to sell to the Investor [●] 20,000 Founder Shares (such shares, the "Transferred Shares") for an aggregate purchase price of $[●] ($0.009 $58 ($0.0029 per share) (the "Transfer Price") on the date of the closing of the IPO, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges o...r encumbrances of any kind (collectively, "Encumbrances") affecting the Transferred Shares, other than any restrictions on transfer that may be imposed under applicable securities laws, and the Investor hereby agrees to purchase the Transferred Shares (the "Transfer"). The allocations of the Transferred Shares between the Transferors at the Transfer Price are set out in Schedule A attached hereto. Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, the Investor shall pay the Transfer Price to the Transferors Sponsor in immediately available funds to an account designated by the Transferors in writing at least three Business Days prior to the Transfer upon request by the Transferors or underwriter. funds. (b) Subject to (i) the fulfillment by the Investor (but only to the extent actually allocated to the Investor by the underwriters) of the IPO Indication (which shall include the acquisition of 100% of the units of the SPAC allocated to the Investor by the underwriters in the IPO, which number of allocated units shall not be greater than [●]% 9.9 % of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters' over-allotment option) or greater than the IPO Indication) and (ii) the Investor's payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto. The parties intend that the purchase of the Transferred Shares contemplated by this Agreement be treated as a taxable sale and purchase of the Transferred Shares that is governed by Section 1001 of the Internal Revenue Code of 1986, as amended, and agree not to take any tax reporting position inconsistent with this agreed tax treatment. In the event the Investor is provided with an opportunity to participate in an overallotment exercise or purchase more than 99,000 units in the IPO (9.9% of 1,000,000 units), it shall first be provided with the opportunity to purchase additional Transferred Shares in a manner proportional to any increase above 99,000 units at $0.0029 per additional Transferred Share. The Transferred Shares shall not be reduced should the Investor be allocated less than the IPO Indication. The parties hereto acknowledge that in the event the Investor or its affiliates do not submit the IPO Indication, the Transferors and the SPAC's only remedy with respect thereto shall be the forfeiture of the Investor's Transferred Shares. 1 (c) Notwithstanding anything to the contrary herein, the number of Transferred Shares shall not be subject to share price or other vesting triggers, claw-back, cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including but not limited to (i) transfer by the Investor or Transferors of the Founder Shares to any person, (ii) downsizing of the IPO, offering, (iii) failure of the underwriters to exercise their overallotment option in whole or in part, green shoe option, (iv) concessions or "earn-out" triggers made by the Transferors or any other holder of Founder Shares in connection with the negotiation of a Business Combination or otherwise (as defined below) or otherwise, below), or (v) any other event or modification, without the Investor's prior written consent. 1 (d) The obligations of the Investor hereunder are subject to there being no material change in the pricing of the IPO or in the structure, terms and conditions in the capital structure of the SPAC from those that set forth in the Registration Statement on Form S-1 filed as on file with the United States Securities and Exchange Commission on [_______, 2022], as amended from time to time, or as listed herein [●], 2021 (the "Registration Statement"). (e) In the event the IPO does not close occur by August December 31, 2022, 2021, this Agreement shall terminate and be of no further force and effect unless agreed in writing by the parties hereto. View More
Sale and Purchase. (a) In connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the Transferors Sponsor hereby agree agrees to sell to the Investor [●] 20,000 Founder Shares (such shares, the "Transferred Shares") for an aggregate purchase price of $[●] ($0.009 $58 ($0.0029 per share) (the "Transfer Price") on the date of the closing of the IPO, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges o...r encumbrances of any kind (collectively, "Encumbrances") affecting the Transferred Shares, other than any restrictions on transfer that may be imposed under applicable securities laws, and the Investor hereby agrees to purchase the Transferred Shares (the "Transfer"). The allocations of the Transferred Shares between the Transferors at the Transfer Price are set out in Schedule A attached hereto. Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, the Investor shall pay the Transfer Price to the Transferors Sponsor in immediately available funds to an account designated by the Transferors in writing at least three Business Days prior to the Transfer upon request by the Transferors or underwriter. funds. (b) Subject to (i) the fulfillment by the Investor (but only to the extent actually allocated to the Investor by the underwriters) of the IPO Indication (which shall include the acquisition of 100% of the units of the SPAC allocated to the Investor by the underwriters in the IPO, which number of allocated units shall not be greater than [●]% 9.9 % of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters' over-allotment option) or greater than the IPO Indication) and (ii) the Investor's payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto. The parties intend that the purchase of the Transferred Shares contemplated by this Agreement be treated as a taxable sale and purchase of the Transferred Shares that is governed by Section 1001 of the Internal Revenue Code of 1986, as amended, and agree not to take any tax reporting position inconsistent with this agreed tax treatment. In the event the Investor is provided with an opportunity to participate in an overallotment exercise or purchase more than 99,000 units in the IPO (9.9% of 1,000,000 units), it shall first be provided with the opportunity to purchase additional Transferred Shares in a manner proportional to any increase above 99,000 units at $0.0029 per additional Transferred Share. The Transferred Shares shall not be reduced should the Investor be allocated less than the IPO Indication. The parties hereto acknowledge that in the event the Investor or its affiliates do not submit the IPO Indication, the Transferors and the SPAC's only remedy with respect thereto shall be the forfeiture of the Investor's Transferred Shares. 1 (c) Notwithstanding anything to the contrary herein, the number of Transferred Shares shall not be subject to share price or other vesting triggers, claw-back, cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including but not limited to (i) transfer by the Investor or Transferors of the Founder Shares to any person, (ii) downsizing of the IPO, offering, (iii) failure of the underwriters to exercise their overallotment option in whole or in part, green shoe option, (iv) concessions or "earn-out" triggers made by the Transferors or any other holder of Founder Shares in connection with the negotiation of a Business Combination or otherwise (as defined below) or otherwise, below), or (v) any other event or modification, without the Investor's prior written consent. 1 (d) The obligations of the Investor hereunder are subject to there being no material change in the pricing of the IPO or in the structure, terms and conditions in the capital structure of the SPAC from those that set forth in the Registration Statement on Form S-1 filed as on file with the United States Securities and Exchange Commission on [_______, 2022], as amended from time to time, or as listed herein [●], 2021 (the "Registration Statement"). (e) In the event the IPO does not close occur by August December 31, 2022, 2021, this Agreement shall terminate and be of no further force and effect unless agreed in writing by the parties hereto. View More
