Purchase and Sale of Securities at Closing Sample Clauses

Purchase and Sale of Securities at Closing. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, in consideration of the Contributions, the Company shall issue, sell and deliver to the Purchasers and the Management Stockholders the following securities: (a) to each of AT&T PCS and TWR, the number of shares set forth opposite its name on Schedule V of the following: (i) the Company's Series A Convertible Preferred Stock par value $.01 per share (the "Series A Preferred ------------------ Stock"), the terms of which are set forth in the Restated Certificate, which, ----- subject to the terms thereof, are convertible on and after the eighth anniversary of the Closing Date into shares of newly issued Non-Voting Common Stock; (ii) the Company's Series D Preferred Stock, par value $.01 per share (the "Series D Preferred Stock"), the terms of which are set forth in the ------------------------ Restated Certificate; (iii) the Company's Series F Preferred Stock, par value $.01 per share (the "Series F Preferred Stock"), the terms of which are set ------------------------ forth in the Restated Certificate; and (iv) Tracked Common Stock; and (b) to each Cash Equity Investor, TeleCorp Investor and Management Stockholder, the number of shares set forth opposite his or its name on Schedule V of the following: (i) the Company's Series C Preferred Stock, par value $.01 per share (the "Series C Preferred Stock"), the terms of which are set forth in ------------------------ the Restated Certificate, which, subject to the terms thereof, are convertible into shares of newly issued Common Stock upon the Company's initial public offering; (ii) the Company's Series E Preferred Stock, par value $.01 per share (the "Series E Preferred Stock"), the terms of which are set forth in the ------------------------ Restated Certificate; and (iii) Common Stock.
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Purchase and Sale of Securities at Closing. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, in consideration of the Contributions, the Company shall issue, sell and deliver to the Purchasers the following securities: (a) to each of AT&T PCS and TWR, the number of shares set forth opposite its name on Schedule VII of the following: (i) the Company's Series A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), the terms of which are set forth in the Restated Certificate; and (ii) the Company's Series D Preferred Stock, par value $.01 per share (the "Series D Preferred Stock"), the terms of which are set forth in the Restated Certificate; and (b) to each Cash Equity Investor, Mercury I and Mercury II, the number of shares set forth opposite its name on Schedule VII of the Company's Series C Preferred Stock, par value $.01 per share (the "Series C Preferred Stock"), the terms of which are set forth in the Restated Certificate. Schedule VII also sets forth the shares of Common Stock, Voting Preference Stock and Tracked Common Stock to be issued to the Management Stockholders pursuant to Section 3.2(e).
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Purchase and Sale of Securities at Closing. Upon the terms and ------------------------------------------ subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, in consideration of the Purchase Price, the Company shall issue, sell and deliver to the Investor Thirty Thousand Seven Hundred Fifty and 3/100ths (30,750.03) shares of Series A Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), Ten ------------------------ Thousand Two Hundred Fifty and 1/100ths (10,250.01) shares of Series D Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), and Ten ------------------------ Thousand (10,000) shares of Series F Preferred Stock, par value $0.01 per share (the "Series F Preferred Stock"). ------------------------
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Purchase and Sale of Securities at Closing. Upon the terms and subject ------------------------------------------ to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, in consideration of the Transactions, the Company shall issue, sell and deliver the following securities: (a) to the Cash Equity Investors, the number of shares set forth opposite its name on Schedule III of the following: (i) the Company's Series C Preferred Stock, par value $.01 per share, (the "Series C Preferred Stock"), the terms of which are set forth in the Restated Certificate, and (ii) Voting Common Stock; and (b) to the Management Stockholders, the number of shares set forth opposite his name on Schedule III(b) of the Company's Series E Preferred Stock, the terms of which are set forth in the Restated Certificate.
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Purchase and Sale of Securities at Closing. Upon the terms and subject ------------------------------------------ to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, in consideration of the Transactions, the Company shall issue, sell and deliver to AT&T PCS the number of shares of AT&T Securities, and to each Cash Equity Investor, the number of shares of Cash Equity Investors' Securities, determined by dividing its Purchase Commitment by $1,000.
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Related to Purchase and Sale of Securities at Closing

  • Purchase and Sale of Securities The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth in Exhibit A hereto) from the Company, secured promissory notes in the aggregate principal amount of up to Three Million Dollars ($3,000,000), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued at the Initial Closing Date (as defined below) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase an aggregate of up to 2,000,000 shares of the Company’s common stock, no par value (the “Common Stock”). The Warrants shall expire seven (7) years following the Initial Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrant).

  • Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

  • Delivery of Securities After Closing The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.