Purchase of the Initial Shares Clause Samples

The 'Purchase of the Initial Shares' clause defines the terms under which a buyer acquires a specified number of shares from a seller at the outset of a transaction. Typically, this clause outlines the number of shares to be purchased, the purchase price, payment method, and the timing of the transfer. It may also specify any conditions that must be met before the purchase is completed, such as regulatory approvals or due diligence. The core function of this clause is to establish clear and binding terms for the initial transfer of ownership, thereby reducing uncertainty and ensuring both parties understand their obligations at the start of the agreement.
Purchase of the Initial Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, at the Initial Closing the Company hereby agrees to sell and issue to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Initial Shares for an aggregate purchase price equal to the Initial Aggregate Purchase Price.
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Purchase of the Initial Shares. Subject to the terms and conditions of this Agreement, the Parties agree that on the Initial Closing Date the Investor will purchase from the Corporation, and the Corporation will issue and sell to the Investor an aggregate of 5,000,000 Common Shares at an issue price of $0.20 per share (the “Issue Price”), for aggregate cash consideration equal to $1,000,000.00 (such portion of the purchase price payable by the Investor being the “Initial Purchase Price”) payable to the account of the Corporation that shall be designated in writing to the Investor to this effect at least two (2) Business Days prior to the Initial Closing Date.
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Purchase of the Initial Shares. (a) Subject to the terms and conditions herein set forth, at the Initial Closing, the Company will sell to Purchaser, and Purchaser will purchase from the Company, the Initial Shares. (b) The aggregate purchase price payable for the Initial Shares shall be $40 million (the "Initial Purchase Price"). (c) Delivery of the Initial Shares shall be made at the Initial Closing by delivery to Purchaser, against payment of the Initial Purchase Price therefor as provided herein, of one or more share certificates, registered in the name of Purchaser, representing the Initial Shares.
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Purchase of the Initial Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Initial Closing, and the Company agrees to sell and issue to the Purchaser, 1,841,112 shares of Common Stock, free and clear of any liens and encumbrances (the “Initial Shares”), at a price per share equal to US$10.863 (which equals 112.5% of the average of the closing prices of the Common Stock, as reported by The NASDAQ Stock Market (“Nasdaq”), for the 10 Trading Days (as defined below) ending on the last Trading Day immediately preceding October 31, 2012) (the “Initial Issue Price”), for an aggregate purchase price of US$20,000,000 (the “Aggregate Purchase Price”).
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Related to Purchase of the Initial Shares

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion.

  • Purchase of the Shares (a) Buyer and Seller agree that the aggregate value of the Company is $17,691,710.65 (the “Closing Consideration”). Additionally, the outstanding indebtedness of the Company and its Subsidiaries listed on Schedule 1.1(a) (the “Assumed Indebtedness”) shall remain as an obligation of the Company or its Subsidiaties (as applicable) to be repaid and/or converted following the Closing; provided in all cases that such the principal amount of such Assumed Indebtedness shall under no circumstances exceed $11,161,711 in the aggregate. (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, the Shares, free and clear of any and all Encumbrances, except as listed on Schedule 2.20. In consideration for the Shares, Seller will be paid and will receive the Closing Consideration in the form of the issuance of 8,945,205 shares of the Buyer’s common stock, par value $0.001 per share (the “Buyer Common Stock”) at $0.73 per share. The Buyer Common Stock issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act, which depends, in part, upon the accuracy of the Seller’s representations as expressed in this Agreement will be “restricted securities” under applicable U.S. federal securities Laws and may be disposed of only pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The shares of Buyer Common Stock issued pursuant to this Agreement shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE AVAILABILITY OF AN WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80