PROMISE TO SELL Sample Clauses

PROMISE TO SELL. The LESSOR promises to the LESSEE to sell to it the property that is the object of the present document at the expiration of the lease, under the usual legal conditions, and in particular for the purchases, to take the assets sold in their state and conditions as of the date of the sale. The acquirer should reimburse to the seller the entire property tax relating to the year in which the sale takes place. If the notice has not been delivered on the date the document is signed, the acquirer should pay to the seller an amount determined on the basis of the tax for the preceding year. If applicable, all amounts due for charges and work, executed or not, because of co-ownership shall likewise be reimbursed to the seller by the acquirer. This sale shall take place at the risk and peril of the LESSEE, without any guarantee on the part of the LESSOR for any reason whatever, and in particular for any defect or hidden faults, with express waiver of the provisions of article 1641 of the Civil Code. It is expressly stipulated that realization of the promise to sell is subject to complete execution by the LESSEE of each and all of the clauses, charges, and conditions stipulated in Title I of the present contract. The sale price, for the case of realization of this promise, is indicated in Title III of the present contract. It shall be payable at the time the authentic document is signed, which should occur at the latest on the date on which the lease expires. Moreover, the LESSEE assumes all the fees, costs, and honorarium associated with this change, and all taxes, fees, and contributions that the Administration may require from either of the parties, in consideration of the duration of the contract, the sale price, and the rules of amortization, except those that are appropriate to the LESSOR. The LESSEE should notify the LESSOR by registered letter with return receipt, at latest six months before the date on which the lease expires, of its intention to exercise the option offered to it.

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PROMISE TO SELL. The Promisor irrevocably undertakes to transfer the Shares to the Beneficiary under the terms and conditions defined herein below. The Beneficiary accepts the Promise granted as such and reserves the right to exercise it or not.

Related Clauses

• Conditions To Seller's Obligation To Sell
• Conditions Precedent to the Obligation of the Company to Sell the Shares
• Agreement to Sell and Purchase
• Conditions to the Company’s Obligation to Sell
• Agreements to Sell and Purchase
• CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL
• Conditions to the Obligation of the Company to Consummate the Closing
• Conditions to Company’s Obligation to Sell
• Conditions Precedent to the Obligations of the Company to sell Shares
• Conditions to Seller’s Obligation to Close

Related to PROMISE TO SELL

• Conditions To Seller's Obligation To Sell Seller's obligation to sell the Debentures is conditioned upon:
• Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.
• Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.
• Conditions to the Company’s Obligation to Sell The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
• Agreements to Sell and Purchase The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $9.80 a Unit (the “Purchase Price”) the number of Firm Securities (subject to such adjustments to eliminate fractional units as you may determine) that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,000,000 Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per unit equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the Offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional units as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased hereunder (the “Deferred Discount”). 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 Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company hereby agrees that, without the prior written consent of Mxxxxx Sxxxxxx on behalf of the Underwriters, it will not, (x) during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Units, Warrants or Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other securities so owned convertible into or exercisable or exchangeable for Shares; provided, however, that the foregoing shall not apply to the forfeiture of a portion of the Founder Shares pursuant to their terms and the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Additional Securities on exercise of the option provided for in Section 2 hereof, (3) issue securities in connection with an initial Business Combination and (4) issue and sell Forward Purchase Units, or (y) release any Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter. If Mxxxxx Sxxxxxx, in its sole discretion, agrees to release or waive the restrictions set forth in this Section 2 or the restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three (3) business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two (2) business days before the effective date of the release or waiver.
• CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
• Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:
• Conditions to Company’s Obligation to Sell The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
• Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:
• Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date: