Consideration for Units Sample Clauses

Consideration for Units. ‌ No Units shall be issued other than as fully paid and non-assessable. A Unit shall not be fully paid until the consideration therefore has been received in full by or on behalf of the Partnership. The consideration for any Unit shall be paid in money or in property or in past services that are not less in value than the fair equivalent of the money that the Partnership would have received if the Unit had been issued for money. In determining whether property or past services are the fair equivalent of consideration paid in money, the Partnership GP may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the Partnership.

Consideration for Units. Subject to the last two sentences of this section 6.3, a Unit shall not be fully paid until the consideration therefor has been received in full by or on behalf of the Trust. The consideration for any Unit shall be paid in money or in property or in past services that are not less in value than the fair equivalent of the money that the Trust would have received if the Unit had been issued for money. In determining whether property or past services are the fair equivalent of consideration paid in money, the Trustees may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the Trust. Units may be issued and sold on an instalment basis, in which event beneficial ownership of such Units may be represented by instalment receipts, but shall otherwise be non-assessable. When Units are issued and sold on an instalment basis, the Trust may take security over such Units as security for unpaid instalments, including, without limitation, a pledge as contemplated by an instalment receipt agreement.

Consideration for Units. No Units shall be issued other than as fully paid and non-assessable. A Unit shall not be fully paid until the consideration therefor has been received in full by or on behalf of the Fund. The consideration for any Unit shall be paid in money or in property that is not less in value than the fair equivalent of the money that the Fund would have received if the Unit had been issued for money. In determining whether property is the fair equivalent of consideration paid in money, the General Partner may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the Fund. For greater certainty, Units issued in connection with the Reorganization shall be fully paid for purposes of this Section 8.2.

Consideration for Units. (a) In consideration of, and concurrently with, the issuance of the Units to be purchased by the Purchasers, as set forth in Section 1.1(a), the Purchasers hereby agree to and will (i) deliver as part payment therefor $13,650,000 in U.S. dollars and (ii) cancel or otherwise forgive all amounts owing under the Promissory Note as the balance of the payment therefor, such consideration to be allocated between such Purchasers as set forth on schedule I hereto. (b) Subject only to the conditions set forth in Article IV, in consideration of, and concurrently with, the issuance of the Units to be purchased by FP Sub, as set forth in Section 1.1(b), FP Sub hereby agrees to and will deliver as payment therefor $1,000 in U.S. dollars in cash for each Unit so purchased. The parties hereto hereby agree that any cash released from the Cash Collateral Account (as defined in the Security Agreement) to Maxxim pursuant to the Security Agreement shall automatically be deemed to constitute payment to the Company for Units purchased pursuant to this Agreement by FP Sub.

Consideration for Units. (a) The total consideration to be paid to the Class A Member for the Class A Units and the cancellation of all warrants to purchase Class A Units shall be $3.0 million, payable as set forth in this Section 1.3(a). Each issued and outstanding Class A Unit of the Company (collectively, the "Class A Units") shall be exchanged for ------------- the right to receive, at the times and in the form described below: (i) as soon as practicable after the Closing Date, that number of shares of Onyx common stock, par value $0.01 per share (the "Onyx Common ----------- Stock"), determined by dividing (y) $2.0 million divided by the average of the ----- last reported sales prices of Onyx Common Stock on the Nasdaq National Market for each of the 30 trading days immediately preceding the Closing Date (the "Base Price"), by (z) the total number of Class A Units issued and outstanding ---------- immediately prior to the Closing (the "Outstanding Class A Number"); and -------------------------- (ii) at a future date within the Option Period (as defined below) to be determined by Onyx, that amount of consideration, payable in cash or shares of Onyx Common Stock at Onyx's election, as provided in Section 1.4, determined by dividing $1.0 million by the Outstanding Class A Number (the "Deferred Payment"). The shares of Onyx Common Stock issued in the Deferred ---------------- Payment, if any, shall be referred to herein as the "Additional Shares." In the ----------------- event that Onyx elects to make the Deferred Payment in Additional Shares, the total number of Additional Shares shall be determined by dividing $1.0 million by the closing price of Onyx Common Stock on the date of the Exercise Notice (as defined in Section 1.4) as reported by the Nasdaq National Market. (b) Each issued and outstanding Class B Unit of the Company (the "Class B Units" and, together with the Class A Units, the "Company Units") shall ------------- ------------- be exchanged for: (i) that amount of cash determined by dividing $117,000 (less the amount by which the Company Expenses exceed $75,000, as provided in Section 7.1 hereof) by the total number of Class B Units issued and outstanding immediately prior to the Closing; and (ii) that number of shares of Onyx Common Stock determined by dividing (y) $117,000 divided by the Base Price by (z) the total number of Class B Units issued and outstanding immediately prior to the Closing. (c) The shares of Onyx Common Stock issued to the Class A Member, tog...