The Purchase Clause Samples

The Purchase. The Shareholder hereby agrees to sell to InvestCo and InvestCo hereby agrees to purchase from the Shareholder the Common Stock for shares of InvestCo common stock (the “InvestCo Stock”) and cash (the “InvestCo Cash”) as follows: (a) At the Closing (as hereinafter defined), InvestCo shall issue 232,663 InvestCo Stock; (b) No later than Twelve (12) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $9,335.24 in cash to Shareholder; (c) No later than Twenty Four (24) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $11,202.28 in cash to Shareholder. (d) Notwithstanding the payment for the Shares in installments as set forth in (a), (b) and (c) above, InvestCo shall be entitled to vote all of the Shares effective as of the Closing.

The Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, contemporaneous with the execution of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees. (b) Each Purchaser shall remit to Iliad its pro rata portion of the Purchase Price (as set forth on Exhibit A) (together, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it will be released to the Purchasers. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and I▇▇▇▇’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties. (c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63. (d) This Agreement shall become effective as of the Effective Date.

The Purchase. Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing (as defined below) and as of the Closing Date (as defined below), Seller shall sell to Buyer and Buyer shall purchase from Seller, the Stock.

The Purchase. Section 3.01 of the Option and Purchase Agreement is amended to read in its entirety as follows:

The Purchase. At the Closing, subject to the terms and conditions hereof, (i) Mitsui Japan shall sell to the Purchaser, and the Purchaser shall purchase from Mitsui Japan, 883,197 shares of Common Stock of the Company as further described on Schedule I attached hereto (the “Mitsui Japan Securities”) at a per share cash purchase price equal to the Per Share Market Value set forth in Section 1.2, for an aggregate purchase price of $39,999,992.13 (the “Mitsui Japan Securities Purchase Price”) and (ii) Mitsui USA shall sell to the Purchaser, and the Purchaser shall purchase from Mitsui USA, 220,799 shares of Common Stock of the Company as further described on Schedule II attached hereto (the “Mitsui USA Securities”; together with the Mitsui Japan Securities, the “Securities”) at a per share cash purchase price equal to the Per Share Market Value set forth in Section 1.2, for an aggregate purchase price of $9,999,986.71 (the “Mitsui USA Purchase Price”; together with the Mitsui Japan Securities Purchase Price, the “Purchase Price”).

The Purchase. 4.1. Cardmember must use a valid Card when making a Purchase. 4.2. Subject to these Terms and Conditions, Cardmember may make a Purchase from the Programme Merchant if: a. ▇▇▇▇▇▇▇▇▇▇ has applied to participate in the EPP in respect of the Purchase by completing the Direct Debit Authorisation Form and submitting the same to the Programme Merchant for their onward transmission to AFFINBANK; b. AFFINBANK has accepted the said application to participate in the EPP; c. Any other terms and conditions as may be stipulated by AFFINBANK from time to time in relation to the Purchase has been met; and d. There has been no breach of these Terms and Conditions and/or the terms of the Cardmember Agreement.

The Purchase. At the Closing on the date hereof, subject to completion of all of the Closing Actions, the Purchaser shall purchase (the "Purchase") from the Company, and the Company shall sell to the Purchaser, an aggregate of 2,139,535 shares of Voting Common Stock (the "Securities") at a purchase price of $10.75 per share and an aggregate purchase price of $23,000,001.25 (the "Purchase Price").

The Purchase. Unless otherwise agreed to by the Parties, the Buyer agrees to pay the Seller the amount of $ (the “Purchase Price”) in exchange for (the “Purchase”).

The Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below): (i) the Selling Stockholders shall sell, assign, transfer and deliver to Buyer, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Purchased Shares as set forth on Schedule 1 to this Agreement by delivery of the original certificates representing the Purchased Shares or irrevocable letters of instruction to the Company’s transfer agent with respect to shares of Purchased Shares held in book entry form and/or stock powers duly executed in blank, with signatures medallion guaranteed, in each case, in form and substance acceptable to Buyer’s counsel, and legally sufficient to transfer ownership of the Purchased Shares to Buyer; and (ii) Buyer shall pay an aggregate of Three Hundred Thousand Dollars ($300,000), comprised of the Deposit (as defined below) and an additional Two Hundred Fifty Thousand Dollars ($250,000) (the “Closing Payment;” and together with the Deposit, the “Purchase Price”), payable by delivery of the Deposit and the Closing Payment, less Twenty Thousand Thousand Dollars ($20,000) (the “Escrow Deposit”) as set forth in the Restricted Escrow Agreement, to the Buyer’s Escrow Agent in accordance with the wire instructions included with the Escrow Agreement or as otherwise instructed by the Selling Stockholders in writing not less than forty eight (48) hours prior to the Closing Date. (b) At or prior to the Closing, the Company will spin out all assets and liabilities, including but not limited to, those representing monetary obligations, fixed and contingent, and all contractual obligations related to the assets of the Company or otherwise (the terms of this Section 1.02(b), together with those of Section 1.02(a) are hereinafter referred to collectively as the “Spin Off”), as set forth in the spinout documents required as a condition to Closing set forth in Section 5.02(a) below (the “Spin Off Documents”). (c) At the Closing, Buyer shall, on delivery by the Selling Stockholders of the documentation described in Section 1.01(a)(i) above, be recorded in the stock ledger of the Company as the record and beneficial owner of the Purchased Stock. (d) The purchase and sale of the Purchased Shares as set forth in this Section 1.01, subject to the other terms and conditions herein, is referred to herein as the “Purchase.”