Sale and Purchase Contract Clauses (766)

Sale and Purchase. (a) Notes. Upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price equal to 95.76% of their principal amount, the Company agrees to issue and sell to the Underwriters the Notes, and each Underwriter agrees, severally and not jointly, to purchase from the Company the principal amount of the Notes set forth in Schedule I opposite such Underwriter's name, plus any additional principal amount of the Notes which such Underwriter may ...become obligated to purchase pursuant to the provisions of Section 9 hereof, 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 the Notes in denominations other than $25.00 (except that the purchase price for $200,000 principal amount of the Notes purchased by an officer of the Company shall be 98.76% of such principal amount). 2. Payment and Delivery. (a) Notes. One or more global notes representing the Notes (collectively, the "Global Note"), shall be delivered by or on behalf of the Company to the nominee of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, at the office of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019 (the "Designated Office"), on November 19, 2018, or at such time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed to by the Representatives and the Company. The time and date at which such delivery and payment are actually made is hereinafter called the "Closing Time." The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Time. 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 each Underwriter, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Note except for sales to certain institutions for... which the purchase price shall be $24.50 per Note (for a total 4 purchase price of $242,137,937.50), the aggregate principal amount of Initial Notes 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 (i) to make a public offering of their respective portions of the Initial Notes as soon after the date hereof as in your judgment is advisable and (ii) initially to offer the Initial Notes 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, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company the Option Notes at a purchase price of $24.2125 per Note except for sales to certain institutions for which the purchase price shall be $24.50 per Note. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives to the Company setting forth the total aggregate principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Notes. Any such time and date of delivery shall be determined by the Representatives (each such date and time being herein referred to as an "additional time of purchase"), but shall not be earlier than one full business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option, nor in any event prior to the time of purchase, as defined below. If the option is exercised as to all or any portion of the principal amount of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Notes then being purchased which the respective principal amounts of the Initial Notes set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate principal amount of the Initial Notes, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Notes. As used herein, "business day" shall mean a day on which the New York Stock Exchange (the "NYSE") is open for trading. View More

Sale and Purchase. COCP agrees to sell and the Purchaser agrees to purchase a number of shares of COCP common stock (the "Shares") as calculated on the signature page to this Agreement at a price per share equal to a 10% discount from the average closing price of the Shares on the OTC Markets for the five trading days prior to February 26, 2016 which is $0.51 per Share. All funds shall be wired to COCP within three business days in accordance with Exhibit A. The Purchaser acknowledges that certain former holders o...f the Company's preferred stock certain rights of first refusal (the "ROFR"). In order to promptly close the sale of the Shares prior to expiration of the ROFR exercise period, the Company and the Purchaser agree that to the extent that any such former preferred stockholders exercise their ROFR rights and elect to purchase Shares the total purchases pursuant to this Agreement and the ROFR may exceed $15 million and the Company shall use such excess to fund its operations. 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 Underwriter the Units and the Underwriter agrees to purchase from the Company the Units at a purchase price of $0.186 per Unit.