Sale and Purchase of Purchased Securities Sample Clauses

Sale and Purchase of Purchased Securities. (a) Subject to the terms and conditions set forth herein, at the Initial Closing (as defined in Section 1.2(a)), the Company will issue and sell to the Investor, and the Investor will purchase, 80,000 shares of Preferred Stock and the Warrant for an aggregate purchase price of $8,000,000. (b) Subject to the terms and conditions set forth herein, at such time or times as the Company shall elect pursuant to Section 5.3 within the twelve month period subsequent to the Initial Closing, the Company will issue and sell to the Investor, and Investor will purchase, such number of shares of Preferred Stock, not in excess of 20,000 shares, as the Company shall specify in the notice(s) delivered to the Investor pursuant to Section 5.3 that is not less than the lessor of 5,000 shares or the remaining number of shares the Investor is obligated to purchase under this Agreement. The per share purchase price for the Preferred Stock to be paid by the Investor pursuant to this Section 1.1(b) is $100.00. (c) At each Closing (as hereinafter defined) the Investor shall pay the aggregate purchase price for the Purchased Securities purchased by it hereunder at such Closing by wire transfer of immediately available funds to an account (to be designated by the Company at least two business days prior to such Closing). The purchase and sale of Purchased Securities pursuant to Sections 1.1 (a) and (b) hereof shall sometimes hereinafter be referred to as the "Investment Transactions".

Sale and Purchase of Purchased Securities. At the Closing and subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investors and the Investor shall purchase from the Company, severally and not jointly (i) the Purchased Shares, in consideration for a price per Purchased Share of $9.10 (the “Price Per Share”) and (ii) the Warrants, for no additional consideration. The internal allocation of the Purchased Shares and Warrants among the Investors shall be as directed in writing by the Investors to the Company prior to the Closing. To the extent it is required to separate the transactions contemplated hereby for purposes of complying with Section 328 of the Companies Law, then the purchase of Company Shares by the Investors hereunder and the consummation of the other transactions to occur at the Closing as contemplated hereby, shall be deemed to have occur as follows: the Shareholders Agreement and the purchase and sale of the Initial Purchased Shares shall be deemed to have occurred first, and the Tender Offer, sale of Company Shares by the Founders and purchase and sale of Adjustment Shares shall immediately follow.

Sale and Purchase of Purchased Securities. SECTION 2.1. The Series A Preferred Stock and Warrants SECTION 2.2. Sale and Purchase of Purchased Securities SECTION 2.3. Closing SECTION 2.4. Use of Proceeds ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.1. Organization and Good Standing SECTION 3.2. Authorization; Noncontravention SECTION 3.3. Enforceability SECTION 3.4. Capitalization SECTION 3.5. Subsidiaries SECTION 3.6. Required Filings and Consents SECTION 3.7. Undisclosed Liabilities SECTION 3.8. Absence of Certain Developments SECTION 3.9. Interested Party Transactions SECTION 3.10. Tax Returns SECTION 3.11. Title to Assets SECTION 3.12. Material Contracts and Obligations SECTION 3.13. Real and Personal Property - Leased SECTION 3.14. Necessary Licenses and Permits SECTION 3.15. Compliance with Law SECTION 3.16 Litigation SECTION 3.17. No Material Adverse Changes SECTION 3.18. Employee Benefit Plans SECTION 3.19. Withholding, Contracts, Labor Relations SECTION 3.20. Governmental Regulations SECTION 3.21. Corporate Documents, Books and Records SECTION 3.22. Disclosure SECTION 3.23. Certain Agreements of Officers and Employees SECTION 3.24. Registration Rights SECTION 3.25. Compliance with Securities Laws ARTICLE IV PURCHASERS' REPRESENTATIONS SECTION 4.1. Investment Intent SECTION 4.2. Authorization SECTION 4.3. Enforceability SECTION 4.4. Experience of Purchaser SECTION 4.5. Ability of Purchaser to Bear Risk of Investment SECTION 4.6. Access to Information SECTION 4.7. Reliance SECTION 4.8. Transfer Restriction ARTICLE V CONDITIONS TO EACH PURCHASER'S OBLIGATIONS TO PURCHASE SECTION 5.1. Related Agreements SECTION 5.2.

Sale and Purchase of Purchased Securities. On the terms and subject to the conditions hereof and the other Transaction Documents, as applicable, at the Closing, the Company shall sell to each Non-Wengen Investor and Current Stockholder, severally and not joint and severally, and each Non-Wengen Investor and Current Stockholder, severally and not joint and severally, hereby irrevocably subscribes for and agrees to purchase, that type and number of shares of Series A Preferred Stock set forth opposite such Non-Wengen Investor’s and Current Stockholder’s name on Schedule A and Schedule B attached hereto, respectively, at a purchase price of US$1,000 per share of Series A Preferred Stock (the “Per Share Purchase Price”). The shares of Series A Preferred Stock being purchased by an Investor and Current Stockholders pursuant hereto are referred to as “Purchased Securities”. The parties hereto acknowledge and agree that the commitment of each Investor herein shall be independent of each other and the failure by an Investor to subscribe for and purchase such Person’s portion of the Purchased Securities as set forth opposite such other Non-Wengen Investor’s or Current Stockholder’s name on Schedule A or Schedule B hereto, respectively, shall not adversely affect the right of the Company and each other Investor to consummate the sale of Purchased Securities pursuant to this Agreement; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, if the Non-Wengen Investors in the aggregate do not pay or cause to be paid to the Company at the Closing cash in an amount equal to at least $263,000,000 (the “Minimum Closing Amount”) pursuant to Section 1.3(a), the Company may, at its option, by written notice to the Investors, elect (a) not to close unless and until the full amount of at least $263,000,000 is paid or caused to be paid to the Company by the Non-Wengen Investors, or (b) close with the Investors ready and prepared to close at the Closing. The parties hereto acknowledge and agree that if by January 31, 2017 a number of shares of Series A Preferred Stock corresponding to an aggregate amount equal to $400,000,000 has not been issued, sold and paid for pursuant to the terms hereof for any reason, the Company may, at any time prior to March 31, 2017, conduct one or more subsequent Closings and issue and sell to one or more third parties that number of shares of Series A Preferred Stock equaling the difference between $400,000,000 and the aggregate amount previously issue...

Sale and Purchase of Purchased Securities. (a) The Company agrees to issue and sell to the Initial Holders and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, each Initial Holder severally agrees to purchase the Senior Subordinated Notes of the Company, in the aggregate principal amount of $13,000,000, in the form of Exhibit A-1 hereto and in the individual amounts set forth on Schedule 2.1 hereto. (b) The Company agrees to issue and sell to the Initial Holders and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, each Initial Holder severally agrees to purchase, in the individual amounts set forth on Schedule 2.1 hereto, the Securities listed below: (i) Common Stock Purchase Warrants for the purchase of an aggregate of 25,396 shares of Common Stock, in the form of Exhibit B-1 hereto; (ii) an aggregate of 82,278 shares of Series A Preferred Stock; (iii) an aggregate of 68,565 shares of Series B Preferred Stock. (c) The Company further agrees to issue and sell to BBI and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, BBI agrees to purchase, the Securities listed below: (i) an aggregate of 21,930 shares of Common Stock (the "Initial Common Shares"); (ii) an aggregate of 78,947 shares of Series A Preferred Stock; and (iii) an aggregate of 65,789 shares of Series B Preferred Stock.

Sale and Purchase of Purchased Securities. At the Closing and subject to the terms and conditions of this Agreement (including, without limitations, the payment in full by the Investor of the Purchase Price set forth opposite such Investor’s name on Schedule 1), the Company will issue and sell to the Investor and the Investor will buy from the Company, (i) such number of Purchased Shares as listed opposite such Investor’s name on Schedule 1 attached hereto, in consideration for a price per Purchased Share of $1.10 (the “Price Per Share”) and (ii) a Warrant to purchase such number of Company Shares as listed opposite such Investor’s name on Schedule 1 attached hereto, for no additional consideration. The Company intends to enter, prior to Closing, into additional agreements with other Investors which are substantially similar to this Agreement, provided such substantially similar agreements do not grant additional and/or superior rights to any one Investor, that would result in an aggregate Purchase Price, under all agreements, including this Agreement, of approximately $15 million. At the election of the Company, subject to the consent of the Majority Investors, which shall not be unreasonably withheld, the Company may issue up to an additional 4,545,455 Purchased Shares to additional Investors that will execute and deliver substantially similar agreements, for an additional Purchase Price of up to $5 million and each such additional Investor shall be issued a Warrant to purchase a number of Company Shares equal to 50% of the number of Purchased Shares to be issued to such Investor.

Sale and Purchase of Purchased Securities. Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, the Seller agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase, the Purchased Securities from the Seller on the Closing Date.

Sale and Purchase of Purchased Securities. Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth herein, including, without limitation, the satisfaction by the Company of the conditions set forth in Article V hereof, the Company shall issue and sell to each Purchaser, and each Purchaser, severally, and not jointly, agrees to purchase from the Company, (a) the Notes in the aggregate principal amount of $30,000,000 for an aggregate purchase price of $29,500,000 and (b) Warrants in the form attached to the Warrant Agreement to purchase shares of the Company's Common Stock for an aggregate purchase price of $500,000, all as set forth opposite the name of such Purchaser on Schedule 2.1. The Purchasers acknowledge that there are restrictions on transfer of the Purchased Securities set forth herein, in the Notes, in the Warrant Agreement and in each Warrant. The sale of the Purchased Securities to each Purchaser at the Closing shall constitute a separate sale hereunder.

Sale and Purchase of Purchased Securities. CLOSING 2 DEFINITIONS 3 REPRESENTATIONS AND WARRANTIES 8