Sale and Delivery of the Securities Clause Samples

Sale and Delivery of the Securities. Subject to and contingent upon the terms and conditions of this Agreement, SELLER hereby agrees to sell, assign and transfer to the PURCHASER and the PURCHASER hereby agrees to purchase from SELLER all right, title and interest in NCG Markets Corporation Common Stock Shares.
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Sale and Delivery of the Securities. The Securities to be sold hereunder by the Issuer, when duly executed by the Issuer and authenticated by the Trustee, will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to creditors' rights and to general principles of equity.
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Sale and Delivery of the Securities. (a) On the terms and conditions hereinafter set forth, the Seller may request the Purchasers to acquire from the Seller the Securities issued under one or more Trust Agreements (each such request, a “Funding Notice”), each such Funding Notice to be on the terms and conditions set forth herein and substantially in the form of Exhibit A-1 hereto. Notwithstanding anything to the contrary herein contained, no Purchaser shall have any obligation to make any Purchase and, in no event, shall any Purchaser make a Purchase if, after giving effect to such Purchase, the aggregate Outstanding Amount would exceed the Purchase Limit. (b) The Seller may, within 90 days, but no later than 45 days, prior to the Facility Termination Date, by written notice to the Purchaser Agent, with a copy to the Trustee, request the Purchasers to extend the Facility Termination Date for an additional period of up to 364 days. Any such 364-day extension of the Facility Termination Date shall be from the date on which the renewal is approved by the Purchasers. Each Purchaser shall make a determination, in its sole discretion and after a full credit review, within 30 days of its receipt of the Seller’s notice, as to whether or not it will agree to extend the Facility Termination Date; provided, however, that the failure of any Purchaser to make a timely response to the Seller’s request for extension of the Facility Termination Date shall be deemed to constitute a refusal by such Purchaser to extend the Facility Termination Date.
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Sale and Delivery of the Securities. The Purchase of the Securities pursuant to the Allocation Funding Notice. The Issuer agrees to issue and sell to the Purchasers, severally and not jointly, and, subject to the conditions set forth herein, including in Section 5 hereof, the Purchasers agree, severally and not jointly, to purchase from the Issuer, the aggregate principal amount of Securities set forth in the respective allocation funding notice provided by the Information Agent or otherwise on behalf of the Issuer (each an “Allocation Funding Notice”) in response to an Account Holder Letter received from such Purchaser, at a purchase price of 100.00% of the principal amount thereof, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth. The Allocation Funding Notice will set out the aggregate principal amount of Securities that a Purchaser has agreed to purchase pursuant to this Section 2(a) calculated on the same basis as the calculation method described in the Offering Memorandum.
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Sale and Delivery of the Securities 
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Related to Sale and Delivery of the Securities

  • Purchase Sale and Delivery of the Securities The purchase and sale of the Purchaser Junior Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇thin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, ▇▇bject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, ▇▇bject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

  • Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $____, the number of Firm Shares set forth opposite their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates representing, the Firm Shares shall be made at the offices of the Underwriters’ Counsel, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third (3rd) or, as permitted under Rule 15c6-1 under the Exchange Act, fourth (4th) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of the effectiveness of the Registration Statement, or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives and the Company as permitted under Rule 15c6-1 under the Exchange Act (such time and date of payment and delivery being herein called the “Closing Date”). The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (c) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company upon delivery of certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request at least two (2) business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one (1) full business day prior to the Closing Date.

  • Issuance, Sale and Delivery of the Shares The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

  • Delivery of the Securities The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

  • Purchase, Sale and Delivery of the Notes (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $[ ] per $1,000 principal amount, the number of Firm Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company also grants to the Underwriters an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Notes, all or any portion of the Option Notes at the purchase price set forth above plus accrued interest. The option granted hereby may be exercised as to all or any part of the Option Notes at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Notes prior to the exercise of such option. The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice to the Company setting forth the amount of Option Notes to be purchased and the date and time for delivery of and payment for such Option Notes and stating that the Option Notes referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes. If such notice is given prior to the First Closing Date (as defined herein), the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and