Purchase and Sale Sample Clauses

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 1,875,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the Additional Closing Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Shares included in the Securities sold pursuant to this Agreement (the “Public St...

Purchase and Sale. Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and conditions set forth in this Contract.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in S...

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S. $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 4,500,000 Option Securities at $9.80 per Unit. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters, in the case of the Underwritten Securities and the Option Securities, a deferred discount of U.S. $0.35 per Unit, in each case, purchased hereunder (the “Deferred Discount”). Unless agreed to by the parties, the Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account if and when the Company consummates a Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any rig...

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.

Purchase and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Acquired Interests at the Closing on the terms and subject to the conditions set forth in this Agreement.

Purchase and Sale. Subject to all the terms and conditions of this Agreement and for the consideration herein stated, on the Closing Date, the Company agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from the Company, the Casino and all its related assets, properties and rights (other than the Excluded Assets specified in Section 2.3), tangible and intangible, relating thereto (the "Sale Assets") free and clear of all liens, claims and encumbrances, except Permitted Encumbrances, which Sale Assets include but are not limited to, the following: (a) the Casino, the barges and all items of tangible personal property of the Company comprising or relating to the Casino, such as furniture,, fixtures, equipment, materials, inventory and spare and replacement items therefor, including without limitation all such items listed on SCHEDULE 2.1 (a), and all such items acquired by the Company after the date September 22, 1995, and on or before the Closing Date, other than to the extent such items (x) are disposed of by Company prior to the Closing Date without breach of this Agreement or (y) are Excluded Assets; (b) the real property described on SCHEDULE 2.1 (b); (c) all software licenses ("Software Licenses") granted to the Company with respect to the computer programs used in the operation of the Casino as a gaming establishment (the "Business") which Buyer elects to assume pursuant to Section 2.2; (d) to the extent transferable, all approvals, authorizations, consents, licenses, permits and other registrations of any federal, state or local court or other governmental department, commission, board, bureau, agency or instrumentality held by the Company and related to the Business, which are listed on SCHEDULE 2.1 (d), other than to the extent such items (x) have terminated, expired or been disposed of by the Company prior to the Closing Date without breach of this Agreement or (y) are related to the Excluded Assets; (e) all operating data and records relating to the Business other than to the extent such items relate to the Excluded Assets; (f) all assignable rights, if any, to all telephone lines and numbers used in the Business, including without limitation those lines and numbers listed on SCHEDULE 2.1 (f), other than those lines and numbers that relate solely to the Excluded Assets; (g) the Leases which Buyer, in its sole discretion, elects to assume pursuant to Section 2.2; (h) the Contracts which Buyer, in its sole discretion...

Purchase and Sale. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, the Buyers agree to purchase from the Sellers and the Sellers agree to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, free and clear of all Liens except for Permitted Liens, to the Buyers at the Effective Time, all of the Sellers’ right, title and interest in, to and under all of the assets and properties, rights, title, interest in and to all such assets and properties, whether real or personal, tangible or intangible, inchoate or otherwise, of the Sellers (other than the Excluded Assets (as defined below)), used in or related to the ownership or operation of the Facilities or the Business, as the same shall exist as of the Effective Time, including, without limitation, the following (the “Purchased Assets”): (a) all assets reflected in the Separate Balance Sheet Data, other than assets disposed of after the date of such Separate Balance Sheet Data and on or prior to the Closing Date in the ordinary course of business consistent with past practice as permitted under Section 4.01; (b) all assets held for use in, or otherwise relating to the Business acquired in the ordinary course of business consistent with past practice after the date of the Separate Balance Sheet Data and prior to the Effective Time as permitted under Section 4.01; (c) except to the extent prohibited by applicable Law, in original form where available, any and all electronic and hard copy (and electronic images thereof) or faxed prescriptions (and electronic images thereof), prescription files and records, customer lists and patient profiles, including refill history and status reports, insurance coverages, and any clinical and customer service notes and references, any files or records maintained electronically including authentication credentials, etc., any files or records added between the date of this Agreement and the Closing Date for a period of eighteen (18) months for all “active patients” of the Business (i.e. patients that received a prescription in the twelve (12) months prior to the Closing Date) including, without limitation e-commerce customers and the ▇▇▇▇▇▇▇▇▇.▇▇▇ customer list, provided, however, that with respect to hard copy files, such eighteen (18) months shall be increased to the longer of twenty-four (24) months or such time as required to be retained by applicable Law (it being understood that the Se...