Purchase and Sale of Common Units Sample Clauses

Purchase and Sale of Common Units. (a) Upon the terms and conditions set forth in this Agreement, on the date hereof, subject to and contemporaneously with the closing of the transactions contemplated by the Preferred Securities Purchase Agreement (the “Closing”), each Investor shall purchase from the Company, and the Company shall sell to such Investor, the number of Common Units set forth opposite such Investor’s name on Schedule A attached hereto for the aggregate consideration set forth opposite such Investor’s name on Schedule A attached hereto (the “Purchase Price”). The consideration to be paid by each Investor will consist of cash and/or the contribution to the Company of shares of common stock of Language Line Holdings, Inc. (“OldCo Shares”), as specified for each Investor on Schedule A attached hereto. At the Closing: (i) each Investor that is paying cash as all or part of the consideration for Common Units to be purchased by such Investor will deliver such cash consideration to the Company by a cashier’s or certified check or wire transfer of immediately available funds, or by directing that the amount of such cash consideration be paid to the Company on such Investor’s behalf out of amounts that are otherwise payable to such Investor pursuant to the Merger Agreement, in each case in the aggregate amount of the Purchase Price payable by such Investor in cash, (ii) each Investor that is contributing OldCo Shares as all or part of the consideration for Common Units to be purchased by such Investor will deliver the certificate(s) representing such OldCo Shares, duly endorsed, to the Company or will take such other actions as the Company may request in order to effectuate such contribution, and (iii) the Company will deliver to each Investor evidence of proper recordation in the books and records of the Company of (and, if certificated, certificates for) the Common Units to be purchased by such Investor. (b) The proceeds from the purchase and sale of Common Units pursuant to Section 1(a) above shall be used by the Company to finance in part the transactions contemplated by the Agreement and Plan of Merger and to pay related fees and expenses. (c) In connection with the purchase and sale of Common Units under this Agreement, each Investor, with respect to himself or itself only, represents and warrants to the Company as of the date hereof that the following statements are true and correct: (i) The Common Units to be acquired by such Investor pursuant to this Agreement will be acquired...
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Purchase and Sale of Common Units. 1.1 Purchase and Sale of the Purchased Units. Diamondback hereby agrees to purchase up to 7,215,007 Common Units from the Partnership at a price of 27.72 per Common Unit (the “Purchase Price”) upon the following terms and conditions: (a) The Partnership shall notify Diamondback in writing at least five (5) Business Days prior to the closing date of the Acquisition (“Acquisition Closing Date”) of the number of Common Units that the Partnership desires to sell to Diamondback (the “Purchased Units”); (b) If the Partnership gives such notice, then on or before the Acquisition Closing Date Diamondback shall purchase from the Partnership, and the Partnership shall issue and sell to Diamondback, the Purchased Units for amount of cash equal to the number of Purchased Units multiplied by the Purchase Price, which cash shall be provided to the Partnership in immediately available funds or (if so directed by the Partnership) shall be delivered to the Acquisition Sellers on behalf of the Partnership and Viper OpCo to constitute a portion of the Cash Purchase Price; (c) Diamondback hereby understands, acknowledges and agrees that any Purchased Units issued and sold to Diamondback pursuant to this Agreement shall be so issued and sold by the Partnership in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering, and Diamondback further understands, acknowledges and agrees that any such Purchased Units will be deemed to be “restricted securities,” as such term is defined under the Securities Act, and shall be annotated by the following restrictive legend (the “Restrictive Legend”): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THIS SECURITY MAY ONLY BE TRANSFERRED IF THE TRANSFER AGENT FOR THIS SECURITY HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”
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Purchase and Sale of Common Units. Upon the terms contained in this Agreement, each Buyer, severally and not jointly, hereby agrees to purchase from Issuer, and Issuer agrees to issue and sell to each Buyer, the number of Common Units set forth below opposite such Buyer's name (such number of Common Units to be purchased by each respective Buyer is referred to as the "Indicated Units"). Each Buyer will pay a purchase price of $18.50 per Common Unit for its Indicated Units resulting in an aggregate purchase price for each Buyer in the amount indicated below.
Sample 1
Purchase and Sale of Common Units. (a) Upon execution of this Agreement, each Purchaser will purchase, and the LLC will sell, the number of Common Units set forth next to such Purchaser's name on the Schedule of Purchasers attached hereto at a price of $1.00 per unit. The LLC will deliver to each Purchaser the certificate(s) representing such Common Units (if the Common Units are in certificated form), and each Purchaser will deliver to the LLC a check or wire transfer of immediately available funds in the aggregate amount set forth next to such Purchaser's name on the Schedule of Purchasers attached hereto as payment for such Common Units, and in any event the LLC will clearly reflect on its books and records that each Purchaser is the holder of such Common Units. (b) The Common Units acquired pursuant to Section 8(a) hereof are referred to herein as the "Carried Common Units." (c) Within 30 days after the date hereof, each Purchaser will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (d) In connection with the purchase and sale of the Carried Common Units, each Purchaser hereby makes the representations set forth in Section 3.1(b) of the LLC Agreement.
Sample 1
Purchase and Sale of Common Units. 2.1. Purchase and Sale of Common Units 2 2.2. Time and Place of Closing 2 2.3. Conditions to the Closing 3 2.4. Deliveries Upon Execution of this Agreement 4 2.5. Documents and Funds Held in Escrow 5 2.6. Deliveries at Closing 6 3.1. Organization; Qualification 7 3.2. Authority; Enforceability 7 3.3. No Violation; Consents and Approvals 8 3.4. Class A Subordinated Units and Class B Subordinated Units 8 3.5. Material Contracts 8 3.6. Permits 9 3.7. Independent Petroleum Engineer 9 3.8. No Labor Dispute 9 3.9. Employee Benefit Plans 9
Sample 1
Purchase and Sale of Common Units. Upon the terms contained in this Agreement, each Buyer, severally and not jointly, hereby agrees to purchase from Issuer, and Issuer agrees to issue and sell to each Buyer, the number of Common Units set forth below opposite such Buyer’s name (such number of Common Units to be purchased by each respective Buyer is referred to as the “Indicated Units”). Each Buyer will pay a purchase price of $20.00 per Common Unit for its Indicated Units resulting in an aggregate purchase price for each Buyer in the amount indicated below. Alerian Opportunity Partners IX, L.P. 500,000 $ 10,000,000 Bel Air MLP Energy Infrastructure Fund, LP 150,000 $ 3,000,000 Tortoise Capital Resources Corporation 235,000 $ 4,700,000 Tortoise Gas and Oil Corporation 465,000 $ 9,300,000 Dalea Partners, LP 300,000 $ 6,000,000 Hxxxx Capital MLP, LLC 200,000 $ 4,000,000 ZLP Fund, L.P. 250,000 $ 5,000,000 KED MME Investment Partners, LP 350,000 $ 7,000,000 Eagle Income Appreciation Partners, L.P. 322,500 $ 6,450,000 Eagle Income Appreciation II, L.P. 102,500 $ 2,050,000 Citigroup Financial Products, Inc. 625,000 $ 12,500,000 The Northwestern Mutual Life Insurance Company 250,000 $ 5,000,000 TOTAL 3,750,000 $ 75,000,000 The aggregate purchase price to be paid by each respective Buyer for Common Units (as reflected in Section 2.1) is referred to as the “Indicated Purchase Price.”
Sample 1
Purchase and Sale of Common Units 
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Related to Purchase and Sale of Common Units

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C-1 (the “Series A Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares (as defined in Section 1.3 below) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, (ii) Series J Warrants, in substantially the form attached hereto as Exhibit C-2 (the “Series J Warrants”), to purchase the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser, provided that such Purchaser purchases Notes for a purchase price equal to or greater than Two Million Dollars ($2,000,000) pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, and (iii) Series B Warrants, in substantially the form attached hereto as Exhibit C-3 (the “Series B Warrants” and, together with the Series A Warrants and the Series J Warrants, the “Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto. The Warrants shall expire five (5) years following the Closing Date, except for the Series J Warrants, which shall expire nine (9) months following the Closing Date. Each of the Warrants shall have an exercise price per share equal to the Warrant Price (as defined in the applicable Warrant).

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