New Purchasers Clause Samples

New Purchasers. Any person or entity who received Series A Preferred pursuant to the Merger Agreement, or subsequent purchaser of Series B Preferred Stock pursuant to Section 2.2 of the Purchase Agreement (each, a “Subsequent Purchaser”), may become a party to this Agreement after the date hereof without the consent of any of the other parties hereto by executing a counterpart signature page to this Agreement; provided, however, that, in the case of the persons and entities who received Series A Preferred pursuant to the Merger Agreement, such executed counterpart signature page to this Agreement must be received by the Company on or before July 1, 2009. As a condition to becoming a party to this Agreement, each Subsequent Purchaser hereby agrees that it shall be deemed to be a “Purchaser” for all purposes under this Agreement, subject to and bound by all of the terms and conditions applicable to a “Purchaser” under this Agreement.
View SourceView Similar (3)
New Purchasers. (i) Each of the New Purchasers hereby represents and warrants to the Company that as of the date of such New Purchaser’s purchase and sale of Notes and Warrants under the Purchase Agreement, as amended (each, a “New Purchaser Closing Date”), such New Purchaser makes the representations and warranties to the Company contained in Section 4 of the Purchase Agreement and that such representations and warranties are true on and as of their respective New Purchaser Closing Dates. (ii) Each of the New Purchasers hereby agrees to be bound by all the provisions applicable to “Purchasers” under the Purchase Agreement, including, but not limited to, the lock-up provisions under Section 7 thereof.
View Source
New Purchasers. Notwithstanding anything herein to the contrary, if pursuant to Section 1.6 of the Purchase Agreement, Additional Closing Purchasers (as defined in the Purchase Agreement) purchase Additional Closing Shares (as defined in the Purchase Agreement), then each such Additional Closing Purchaser shall become a party to this Agreement as a "Purchaser" hereunder, without the need of obtaining any consent, approval or signature of any Purchaser, when such Additional Closing Purchaser has both: (a) purchased Additional Closing Shares under the Purchase Agreement and paid the Company all consideration payable for such Additional Closing Shares and (b) executed one or more counterpart signature pages to this Agreement as a "Purchaser."
View Source
New Purchasers. Upon the effectiveness of this Amendment, as provided in Section 4 hereof, the New Purchasers shall have all of the rights and privileges and shall be bound by all of the terms and conditions of the Agreement applicable to Investors.
View Source
New Purchasers. This Amendment provides for the addition of new Purchasers to the Asset Purchase Agreement, such addition to be evidenced by the execution by such new Purchasers of the signature pages attached hereto as Exhibit A.
View Source
New Purchasers. Section 2(c) of the Purchase Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:
View Source
New Purchasers. With respect to the Additional Closing only, the -------------- Company shall have previously closed or shall close simultaneously with the Additional Closing, the sale of not less than $2,000,000 in principal amount of New Debentures to the New Purchasers, for a purchase price of not less than $2,000,000, on substantially the same terms as those on which the Purchasers are purchasing the Additional Debentures pursuant to this Agreement.
View Source
New Purchasers. The New Purchasers each, independently and solely on their own behalf, represent that the conditions of closing and the representations and warranties contained in Section 5 of the Agreement as regards each New Purchaser are true and correct as of the date of the Additional Closing.
View Source

Related to New Purchasers

  • PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.

  • Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.

  • Investors Investors will be instructed by the Dealer Manager or any soliciting dealers retained by the Dealer Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR AMERICAN REALTY CAPITAL NEW YORK CITY REIT II, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt by the Escrow Agent of instruments of payment from the Offering, the Company or the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase, the amount paid and whether such Investors are Washington Investors or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Securities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Sections 3, 4 or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.

  • SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debentures and upon exercise of the warrants. For additional information regarding the issuance of those convertible notes and warrants, see “Private Placement of Convertible Debentures and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the convertible debentures and warrants, as of , 200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least (i) 300% of the number of Conversion Shares issued and issuable pursuant to the convertible debentures as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

  • Additional Investors Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.