Sale and Purchase of the Notes Sample Clauses
The "Sale and Purchase of the Notes" clause establishes the agreement between the parties for the transfer of ownership of certain notes from the seller to the buyer. It typically outlines the specific notes being sold, the purchase price, and the conditions under which the sale will occur, such as the closing date and any required approvals. This clause serves to clearly define the transaction's subject matter and terms, ensuring both parties understand their obligations and the scope of the sale, thereby reducing the risk of disputes over what is being bought and sold.
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to each Investor, and each Investor shall purchase and acquire from the Company, the Notes with the applicable principal amount set forth opposite such Investor’s name under Schedule I hereto for a purchase price equal to the principal amount of the Notes (the “Purchase Price”). The obligations of each Investor to purchase its portion of the Notes are several and not joint.
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, each Note in the principal amount specified opposite each Purchaser's name in Schedule A at the purchase price of 100% of the principal amount thereof.
Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, the Notes for a purchase price equal to the principal amount of the Notes purchased (the “Purchase Price”).
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall deliver $6,050,000 in cash (such cash consideration, the “Total Purchase Price”) and in exchange therefor the Company shall issue and sell to the Purchaser $7,000,000 aggregate principal amount of Notes.
Sale and Purchase of the Notes. Section 2.01. Sale and Purchase of the Notes 10 Section 2.02. The Closing 10 Section 2.03. Termination 12
Sale and Purchase of the Notes. On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $2,563,319.16 (the “Purchase Price”).
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, the Issuer agrees to purchase from the Holder, and the Holder agrees to sell to the Issuer, the Notes (the “Transaction”) at an aggregate purchase price of Three Million and Sixty Thousand Dollars and No Cents ($3,060,000), plus accrued and unpaid interest thereon in the amount of Seventy Seven Thousand and One Hundred and Eighty Seven Dollars and Fifty Cents ($77,187.50) (collectively, the “Purchase Price”). The purchase and sale of the Notes shall take place as of 5:00 p.m., New York City time, on May 15, 2014 (the “Trade Date”). Upon receipt by the Holder of the Purchase Price, the Issuer shall become the legal and beneficial owner of the Notes and of all rights and interest therein or related thereto and to the monies due and to become due under the terms of the Notes. The Holder hereby agrees that upon the settlement of the Transaction pursuant to Section 7 below, the Notes shall be cancelled and the Issuer shall have no further obligation to the Holder thereunder.
Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company for the Purchase Price, (i) three hundred million dollars ($300,000,000) aggregate principal amount of Notes less (ii) the aggregate principal amount of the Purchased Notes (as defined in the Note Purchase Agreement) to the extent such Purchased Notes are acquired by LinkedIn on or prior to the Closing Date.
Sale and Purchase of the Notes. (a) Subject to the terms and conditions of this Agreement, on or prior to the Termination Date, the Company will issue and sell to each of the Purchasers and each of the Purchasers will purchase from the Company, at the Closing provided for in Section 2.3, the Notes in the principal amounts and for the portion of the Purchase Price as set forth in Schedule 2.2 hereto.
(b) The aggregate cash purchase price (the “Purchase Price”) for the Notes shall be equal to the principal face amount of the Notes being so purchased.
(c) The parties agree to report the sale and purchase of the Notes for all federal, state, local and foreign Tax purposes in a manner consistent with the foregoing and agree to take no position inconsistent with the foregoing, except as required by applicable law.
(d) The obligations hereunder of the Purchasers to purchase and pay for the Notes are several and not joint and no Purchaser will have any liability to any Person for the performance or non-performance by any other Purchaser.
(e) The obligation of the Purchasers to purchase the Notes and the obligation of the Company to sell and issue the Notes in accordance with the terms of this Agreement shall terminate on the date of the termination of the Equity Purchase Agreement in accordance with its terms (the “Termination Date”).
Sale and Purchase of the Notes. (a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions of this Agreement, (i) the Company, in its sole and absolute discretion, may elect (each, a “Purchase Election”) to issue and sell to the Purchaser, at any time and from time to time, on one or more occasions, Notes, and (ii) if so elected by the Company, the Purchaser agrees, subject to the conditions set forth herein, to purchase Notes from the Company. The maximum aggregate principal amount of Notes that may be sold by the Company to the Purchaser under this Agreement is $150,000,000, which principal amount shall be determined on each Issue Date, and without taking into account any subsequent increase in the principal amount of Notes pursuant to the payment of PIK Interest. The Company shall make a Purchase Election by written notice to the Purchaser (each, a “Purchase Notice”). Each Purchase Notice shall specify (i) the amount of Notes to be issued and (ii) whether the AHYDO Redemption Language shall be included in the Note. The Issue Date related to the Purchase Election set forth in a Purchase Notice shall be not less than 30 days and not more than 90 days after the date of such Purchase Notice, and in no event shall any Issue Date be after the third anniversary of the Closing Date. Subsequent to delivery of a Purchase Notice, the Company shall deliver an additional notice (the “Issue Date Notice”) specifying the Issue Date for the applicable Purchase Election. The Issue Date Notice shall be delivered to the Purchaser no later than 15 days prior to the applicable Issue Date. The Company, in its sole and absolute discretion, by written notice to the Purchaser, may, on one or more occasions, delay such Issue Date (but in each case only to the extent that such delayed Issue Date would have been a permissible Issue Date on the date of the relevant Purchase Notice), and may rescind a Purchase Election at any time prior to the issuance of the Notes specified in the corresponding Purchase Notice. No such delay or rescission shall excuse the Purchaser from its obligation to purchase Notes on such delayed Issue Date or pursuant to a subsequent Purchase Election, and the Purchaser shall have no right to demand the issuance of Notes. The Notes shall mature on the date that is seven (7) years from the Initial Issue Date.
(b) The purchase price (the “Purchase Price”) for each Note shall be equal to 100% of the principal amount of such Note ...