Issuance of Purchased Units. At the Closing, the Company shall issue and sell to the Subscriber, and the Subscriber shall subscribe for a number of Company Units equal to the Subscription Amount divided by the Per Unit Price, which such number of Company Units shall represent a majority of the Company’s issued and outstanding limited liability company interests as of immediately following the Closing, free and clear of all Liens other than those imposed by the Closing Company LLC Agreement, this Agreement or any securities Laws (the “Purchased Units”). In addition, if there is any Estimated Leakage in accordance with the provisions of Section 2.04 hereof, then, at the Closing, Sanken shall contribute to the Company the amount of such Estimated Leakage (the “Estimated Leakage Amount”), in cash by wire transfer of immediately available funds to an account designated by the Company in writing.
Issuance of Purchased Units. The Purchased Units have been duly authorized and, when issued and sold in accordance with this Agreement, will be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and will be free and clear of all liens, charges, restrictions, claims and Encumbrances imposed by or through the Company except as set forth in the LLC Agreement. Except as set forth in the LLC Agreement, neither the issuance, sale or delivery of the Purchased Units is subject to any preemptive right of members of the Company or to any right of first refusal or other right in favor of any person.
Issuance of Purchased Units. The Purchased Units shall be evidenced by a stock certificate or by book-entry on the books and records of the Company, as the Company may determine, in the Purchaser’s name. If a Purchased Units evidenced by a stock certificate, then during the period prior to the lapse of the restrictions on the Purchased Unit, such certificate may be issued to the Purchaser with a legend substantially in the form set forth in Section 5, or alternatively may be held in escrow by the Company on behalf of the Purchaser. If Purchased Units are held in book-entry form, the Purchaser agrees that the Company may give stop-transfer instructions to the depository (if any) to ensure compliance with the provisions hereof. Upon the lapse of a restriction with respect to a Purchased Unit, the Company shall promptly deliver to the Purchaser a certificate evidencing such Purchased Unit, free of all legends, or shall promptly cause any restrictions noted in the book entry to be removed.
Issuance of Purchased Units
