Acquisition of Units. (a) The Company hereby grants to the GE Group Members the right to purchase, for every one Common Unit issued to Newco under Section 3.03(d), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units they held immediately prior to such issuance by Newco under Section 3.03(d). Newco hereby grants to the GE Group Members the right to purchase, for every one Common Unit issued to Newco under Section 3.03(d), such number of additional shares of Class B Common Stock as would result in GE holding immediately following such purchase the same percentage of the total outstanding shares of Newco common stock it held immediately prior to such issuance by Newco under Section 3.03(d). The Company shall give written notice of any such proposed issuance of additional Common Units to Newco under Section 3.03(d) no less than ten (10) Business Days prior to the date of the proposed issuance (or, if later, as promptly as reasonably practicable and in any event prior to such proposed issuance), which notice shall include the number of additional Common Units proposed to be issued to Newco and the proposed date of issuance; provided that no such notice shall be required for any individual issuance of fewer than 100,000 additional Common Units so long as the sum of all such individual issuances below such amount do not exceed 1,000,000 Common Units in the aggregate in any ninety (90) day period referred to in the following proviso; provided, further, the Company shall provide at least one such notice every ninety (90) days, which notice shall include all previous issuances of Common Units to Newco under Section 3.03(d) during such ninety (90) day period for which a notice has not previously been provided pursuant to this sentence. The GE Group Members shall have the right to purchase a number of Common Units and an equal number of shares of Class B Common Stock, in each case as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units and shares of Newco Common Stock it held immediately prior to such issuance by Newco under Section 3.03(d), by delivering written notice to the Company and Newco within one hundred twenty (120) days following the end of the year in which such issuance occurs. The aggregate purchase price payable by a GE Group ...
Acquisition of Units. (a) The Company hereby grants to each Impala Holder the right (the “Purchase Right”) to purchase up to its Pro Rata Portion of any Units that are proposed to be issued to Gazelle Holdco pursuant to Section 3.04 (other than any Units issuable in respect of any Excluded Securities or shares of Common Stock or other Equity Securities of Parent issued pursuant to Section 3.03), provided that solely with respect to any issuance of Common Units with respect to the issuance by Parent of shares of Common Stock, such right shall terminate automatically if Impala (i) exchanges any Common Units pursuant to the Exchange Agreement or (ii) otherwise Transfers any Common Units to any Person other than to a Permitted Transferee.
(b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 3.05(a) to each Impala Holder no less than ten (10) Business Days prior to the date of the proposed issuance or sale of any Equity Securities of Parent to which the Purchase Right would be applicable. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including:
(i) the number and class of Parent Equity Securities and associated Units to be issued;
(ii) if the Units to be issued are not Common Units, a description of the material terms and conditions of such Units;
(iii) the proposed issuance date; and
(iv) the proposed purchase price per Unit (or equivalent purchase price per Equity Security), or a statement that Units are to be issued on account of Equity Securities of Parent to be issued in an underwritten offering.
(c) Subject to Section 3.05(d), each Holder shall for a period of ten (10) Business Days following the receipt of an Issuance Notice have the right to elect irrevocably to purchase up to its Pro Rata Portion of the Units proposed to be issued to Gazelle Holdco by delivering a written notice to Parent (an “Exercise Notice”). If, at the termination of such ten (10) Business Day period, a Holder shall not have delivered an Exercise Notice to Parent, such Holder shall be deemed to have waived all of its rights under this Section 3.05 with respect to the purchase of such Equity Securities of Parent.
(d) The purchase price for each Unit as to which an Exercise Notice is delivered shall be the purchase price set forth in the Issuance Notice, provided that in the case of an underwritten offering the purchase price for each such Unit shall equal the purchase price payable by inves...
Acquisition of Units. As set out in Schedule “A”, the initial Capital Contribution of Angiotech shall represent 99% of the total Capital Contributions and the initial Capital Contribution of NSCo shall represent 1% of the total Capital Contributions. Angiotech shall be issued 990,000 Units and NSCo 10,000 Units in consideration of their respective Capital Contributions. Under a purchase and sale agreement dated October 28, 2004 and anticipated agreements between Angiotech and the Partnership, the value of Capital Contributions by Angiotech may be adjusted upward and downward by those parties. If such adjustments occur, Angiotech may be issued more Units or may sell back to the Partnership Units previously issued to it, without further consideration, as applicable. If such an adjustment occurs in Angiotech’s Capital Contribution, a proportionate adjustment will be made to the Capital Contribution of NSCo and the Partnership will either return capital advanced by NSCo to the Partnership in excess of its adjusted Capital Contribution amount or NSCo shall advance additional cash payments to equal the increase in the adjusted NSCo Capital Contribution. Subject to Paragraph 9.4 (b) or unless otherwise determined by the Partnership by Resolution, thereafter each Partner shall make Capital Contributions and receive Units on the same proportionate basis within 10 business days of receiving written notice from the Partnership for the purposes of funding:
(a) the acquisition of Property and cash investments and generally fulfilling the purposes of the Partnership as determined by the Partnership;
Acquisition of Units. Subject to the terms and conditions hereof and the provisions of the Memorandum, the undersigned hereby irrevocably subscribes for and agrees to purchase the number of Units indicated in Item 8 on page 8 of this Agreement at a purchase price of $1,000 per Unit, or an aggregate purchase price equal to the amount indicated in Item 9 on page 8 of this Agreement.
Acquisition of Units. ASE is acquiring its portion of the Purchased Units for its own account and not to offer or sell the Purchased Units as part of a public distribution, and ASE is not participating, directly or indirectly, in an underwriting of any such public
Acquisition of Units. Drenttel is acquiring his portion of the Purchased Units for his own account and not to offer or sell the Purchased Units as part of a public distribution, and Drenttel is not participating, directly or indirectly, in an underwriting of any such public distribution. Drenttel is aware that state and federal securities laws impose restrictions on transferability of the Purchased Units and Drenttel agrees to comply with such restrictions.
Acquisition of Units. Gamst is acquiring his portion of the Purchased Units for his own account and not to offer or sell the Purchased Units as part of a public distribution, and Gamst is not participating, directly or indirectly, in an underwriting of any such public distribution. Gamst is aware that state and federal securities laws impose restrictions on transferability of the Purchased Units and Gamst agrees to comply with such restrictions.
Acquisition of Units. Xxxx is acquiring his portion of the Purchased Units for his own account and not to offer or sell the Purchased Units as part of a public distribution, and Xxxx is not participating, directly or indirectly, in an underwriting of any such public distribution. Xxxx is aware that state and federal securities laws impose restrictions on transferability of the Purchased Units and Xxxx agrees to comply with such restrictions.
Acquisition of Units. In exchange for the capital contributions made pursuant to Section 2.2, each Partner shall be entitled to the following Units:
Acquisition of Units. Subject to the terms and conditions hereof and the provisions of the Memorandum, the undersigned hereby irrevocably subscribes for and agrees to purchase Units at a purchase price of $3.20 per Unit, or an aggregate purchase price of $ .
