Purchase of the Notes Sample Clauses
POPULAR SAMPLE Copied 1 times
Purchase of the Notes. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined herein), the Undersigned hereby agrees to cause each Holder to sell and deliver to the Company the aggregate principal amount of Notes set forth on Exhibit A (the “Purchased Notes”), and in exchange therefor the Company hereby agrees to pay to each Holder the cash amount as set forth on Exhibit A (“Purchase Cash”). The closing of the Purchase (the “Closing”) shall occur on December [●], 2023, or such later date as mutually agreed in writing by the parties hereto (the “Closing Date”). At the Closing, (a) each Holder shall deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens, and (b) the Company shall deliver to each Holder the Purchase Cash as set forth on Exhibit A hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, such Purchase Cash). For the avoidance of doubt, in the event of any delay in the Closing, the Company will not be obligated to make any separate cash payment pursuant to this Agreement in respect of interest, if any, accrued and unpaid from and after the Closing Date for the Purchased Notes. Instead, such amounts will be deemed to be satisfied by the purchase by the Company of the Purchased Notes for the Purchase Cash. Delivery of the Purchased Notes shall be effected via one-sided Deposit/Withdrawal at Custodian (DWAC) pursuant to the instructions set forth in Exhibit B hereto (it being understood that posting such request on any date before the Closing Date will result in such request expiring unaccepted at the close of business on such date, and such Holder will need to repost such withdrawal request on the Closing Date). All questions as to the form of all documents and the validity and acceptance of the Purchased Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding. Not later than the business day after the date hereof, the Undersigned shall...
Purchase of the Notes. Subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase one or more Notes from the Issuer in accordance with such Purchaser’s Commitment for the purchase price set forth opposite such Purchaser’s name on Schedule 1. The Notes shall be purchased at a closing to be held at a location as agreed to by the Issuer and the Purchasers on the Closing Date. At such closing, the Issuer will issue to each Purchaser the applicable Note(s) in the amount set forth opposite such Purchaser’s name on Schedule 1 under the caption “Commitment” against receipt of immediately available funds by wire transfer to an account or accounts designated by the Issuer prior to the Closing Date (or in such other manner as is set forth on Schedule 1). All outstanding Commitments shall terminate on the Closing Date after giving effect to the issuance of the Notes and the receipt of proceeds thereof by the Issuer on such date. Any amount of principal which is repaid may not be reborrowed.
Purchase of the Notes. Subject to the terms and conditions of the Dealer Agreement the Issuer hereby agrees to issue the Notes and each Manager severally and not jointly agrees to purchase such principal amount of the Notes as corresponds to its commitment as set forth in Annex B attached hereto at a purchase price of [•]% of the principal amount of the Notes (the “Purchase Price”), being the issue price of [•]% less a selling concession of [•]%of such principal amount and a management and underwriting fee of [•]% of such principal amount.
Purchase of the Notes. 2.1 Subject to and in accordance with the provisions of this Agreement, the Company agrees to issue to the Investor, and the Investor agrees to subscribe for the Notes (having an aggregate principal amount of $150,000,000) at an aggregate purchase price of $150,000,000 (the “Subscription Amount”).
2.2 The Company shall use the net proceeds from the issuance of the Note for the Group’s working capital and other lawful general corporate purposes consistent with past practice and in the ordinary course of business, and shall not use such proceeds (i) for the satisfaction of any portion of the Group’s debt other than payment of any amount payable hereunder or any trade payable in the ordinary course of the Group’s business and consistent with past practices, (ii) for the payment of dividends on or the redemption of any capital stock of the Group Companies, ADS or any shares, interests, rights to acquire, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by the Group Companies, (iii) for the settlement of any outstanding litigation, or (iv) for payment of any related party transaction of the Group, in each case, without the prior written consent of the Investor.
Purchase of the Notes. On the terms and subject to the conditions set forth in this Agreement and in the Notes, the Purchasers shall purchase from the Company and the Company shall sell to the Purchasers the Notes.
Purchase of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(a) and 6(a) below, at the closing (the “Closing”) the Issuers shall issue and sell to the Buyer, and the Buyer shall purchase from the Issuers, the Notes at an aggregate purchase price (the “Purchase Price”) of $20,000,000.
Purchase of the Notes. (a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein and in the Underwriting Agreement, the Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase and the Company, the principal amount of Notes set forth opposite the name of such Underwriter in the Underwriting Agreement at the purchase price set forth in the Underwriting Agreement.
(b) The Company shall not be obligated to deliver any of the Notes except upon payment for all of the Notes to be purchased as provided herein. Each of the Guarantor and the Company acknowledges and agrees that the Underwriters may sell Notes to any affiliate of an Underwriter and that any such affiliate may sell Notes purchased by it to an Underwriter.
Purchase of the Notes. 2.1 The Subscriber understands that the Purchase Price is payable with the execution and submission of this Agreement, and accordingly, is submitting herewith to the Company the Purchase Price as agreed to by the Company on the Site.
2.2 If the Company returns the Subscriber’s Purchase Price to the Subscriber, the Company will not pay any interest to the Subscriber.
2.3 If this Subscription is accepted by the Company, the Subscriber agrees to comply fully with the terms of this Agreement, the Notes and all other applicable documents or instruments of the Company, including the Note Purchase Agreement. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this Subscription and the Subscriber’s purchase of the Notes.
2.4 In the event that this Subscription is rejected in full or the offering is terminated, payment made by the Subscriber to the Company for the Notes will be refunded to the Subscriber without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Subscription is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this Subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this Subscription, which shall terminate.
Purchase of the Notes. Each Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from such Seller, all of the Notes held by such Seller for an aggregate purchase price of $175,000,000 with respect to each Seller plus an accrued and unpaid interest on such Notes to the Closing Date (as defined below) in the amount of $537,760.42 (the “Purchase Price”).
Purchase of the Notes. 3.1 Subject to the terms and conditions of the Dealer Agreement the Issuer hereby agrees to issue the Notes and each Manager severally and not jointly agrees to purchase such principal amount of the Notes as corresponds to its commitment as set forth in Annex B attached hereto at a purchase price of [•]% of the principal amount of the Notes (the “Purchase Price”), being the issue price of [•]% less a selling concession of [•]%of such principal amount and a management and underwriting fee of [•]% of such principal amount.
3.2 The settlement procedures set out in Part II of the Procedures Memorandum shall apply as if set out in this Agreement provided that, for the purposes of this Agreement:
(i) the sum payable on the Issue Date shall be [•] (representing the Purchase Price) [, less the amount payable in respect of Managers’ expenses specified in Article [4] of this Agreement];