Purchase of Initial Shares Sample Clauses
The "Purchase of Initial Shares" clause defines the terms under which a party acquires a specified number of shares at the outset of an agreement or transaction. Typically, this clause outlines the number of shares to be purchased, the purchase price, payment terms, and the timing of the transaction. For example, it may require the buyer to pay a set amount upon signing the agreement in exchange for a predetermined quantity of shares. The core function of this clause is to formalize the initial equity investment, ensuring both parties are clear on the terms and obligations related to the initial share purchase.
Purchase of Initial Shares. Subject to the terms and conditions of this Agreement, at the Initial Closing, PacifiCare shall purchase from UniHealth, and UniHealth shall sell to PacifiCare, the Initial Shares at a price per share equal to the Purchase Price. The Initial Closing shall take place at the Closing Place at 10:00 a.m., Pacific time, on the Initial Closing Date.
Purchase of Initial Shares. Concurrently herewith, each -------------------------- Shareholder shall purchase the following number of shares of the voting common stock of the Company for the cash consideration indicated, which when issued shall constitute "Shares" within the meaning of this Agreement and the Shareholders Agreement:
Purchase of Initial Shares. The Investor agrees to tender the Notes to the Company for cancellation as the Purchase Price of the Initial Shares. The Investor agrees that upon the full execution of this Agreement, the Notes shall be deemed fully paid and satisfied, null and void and no interest, fees or principal shall be due thereon. In the event the Notes are lost or destroyed, the Investor hereby warrants that the Notes are lost or destroyed and agrees to immediately surrender to the Company said Notes should it later be found and the Investor shall provide the Company with an affidavit of loss of said Notes. The Investor hereby agrees to indemnify and hold harmless the Company and its affiliates against all liability, costs, damages, claims or expenses which may be incurred by any of them as a result of any claim to ownership of the lost Notes asserted by the Investor or by anyone other than Investor. The Investor acknowledges that the Company does not currently have enough share of common stock to issue upon conversion of the Series E Preferred Stock. The Company undertakes to amend its Articles of Incorporation to increase the number of shares of common stock that it is authorized to issue within 90 days of the date hereof. Investor shall have the right, exercisable in its sole discretion, to purchase up to the remaining 10,100 Shares of Series E Preferred Stock at any time until April 2, 2031 at a price per share equal to the Face Value.
Purchase of Initial Shares. Simultaneously herewith, FAX is issuing to -------------------------- Cross Point, pursuant to FAX's 1994 Investor Incentive Stock Option Plan, an Option, in the form of a Warrant (the "Initial Option"), exercisable only on the date thereof, to purchase 30,000 shares of Common Stock (the "Initial Shares") at an exercise price of $.01 per share, and Cross Point is exercising such Option to acquire the Initial Shares as of such date.
Purchase of Initial Shares. (a) On the date hereof, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the beneficial ownership in the Initial Shares, for the purchase price specified in Section 2.1(c). Seller shall deliver to Purchaser, against payment of the Purchase Price, such instruments of transfer (“Transfer Instruments”) reasonably requested by Purchaser to evidence the sale, transfer and assignment of the beneficial ownership of the Initial Shares from Seller to Purchaser. Any transfer or similar taxes shall be the responsibility of Seller. Except pursuant to Section 6 of the Nominee Agreement, or during the existence of a default by Seller in payment of the Put Price when due, the Purchaser hereby covenants and agrees not to seek or take any action to register the Initial Shares in its name on the registry of EMG.
(b) The closing of the purchase and sale of the Shares (the “Closing”) shall take place on the date hereof at the offices of Seller, ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., Herzliya Pituah, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇.
(c) The aggregate purchase price for the Initial Shares shall be $29,960,000 (the “Purchase Price”). The Purchase Price shall be paid on the date hereof by Purchaser to Seller, or to its order, by wire transfer of immediately available funds to an account or accounts of Seller at the bank or banks specified by Seller in writing. The Purchase Price is subject to adjustment in accordance with Section 2.4.
Purchase of Initial Shares. At the Closing and on the terms and subject to the conditions set forth in this Agreement, the Company shall authorize, issue and sell to each Investor in consideration of the Purchase Price (as defined in Section 1.3), and each Investor, severally and not jointly, shall purchase the number of shares of the Initial Shares as set forth opposite such Investor's name on Annex A. Each Investor shall make payment therefor by wire transfer to a bank account designated by the Company in writing to each Investor prior to the Closing.
Purchase of Initial Shares