Common use of Purchase and Sale of Common Units Clause in Contracts

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 for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, any applicable state securities laws or the terms of the Operating Agreement or the Members Agreement, and such Common Units will not be disposed of in contravention of any such laws or agreements. (ii) Such Investor is able to bear the economic risk of the investment in Common Units for an indefinite period of time, and such Investor understands that Common Units are subject to the transfer restrictions contained herein and have not been registered under the Securities Act. (iii) Such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Common Units and has had full access to such other information concerning the Company as such Investor has requested. Such Investor has reviewed, or has had an opportunity to review copies of, the Members Agreement, the Operating Agreement, the Registration Rights Agreement and the Preferred Securities Purchase Agreements that the Company is entering into on the date of this Agreement. (iv) Each of this Agreement, the Operating Agreement, the Members Agreement and the Registration Rights Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies), and the execution, delivery, and performance of each such Agreement by such Investor does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which such Investor is a party or any judgment, order, or decree to which such Investor is subject. (v) Such Investor is an “Accredited Investor” as defined in Regulation D under the Securities Act and such Investor considers himself or itself to be an experienced and sophisticated investor and to have such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Common Units. Such Investor acknowledges and understands that an investment in the Common Units involves substantial risks and such Investor is able to bear the economic risks of an investment in the Common Units pursuant to the terms hereof, including the complete loss of such Investor’s investment in the Common Units. (d) In connection with the purchase and sale of Common Units under this Agreement, the Company represents and warrants to each Investor as of the date hereof that the following statements are true and correct:

Appears in 3 contracts

Samples: Investor Securities Purchase Agreement (LL Services Inc.), Investor Securities Purchase Agreement (Language Line Holdings, Inc.), Investor Securities Purchase Agreement (Language Line Costa Rica, LLC)

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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 hereof (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 ABRY Partners is to be paid by contribution to the Company Company, for cancellation, of shares of common stock of Language Line Holdings, Inc. (“OldCo Shares”), as specified for each Investor the notes identified on Schedule A attached heretohereto (the “Bridge Notes”). The consideration to be paid by ABRY Investment and the Preemptive Investors will be paid in cash in the amount set forth on Schedule A. 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 ABRY Investment will deliver such the 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 Funds in the aggregate agreed 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 Preemptive Investors will deliver the certificate(s) representing such OldCo Shares, duly endorsed, cash consideration to the Company by a cashier’s or certified check or wire transfer of immediately available Funds in the agreed amount of the Purchase Price for the Preemptive Investors (the “Preemptive Price”) in cash; (iii) The Company will take such other actions deliver the Preemptive Price to ABRY Partners as a prepayment of the Bridge Notes. The Preemptive Price will be applied as a pro rata reduction to the principal of each Bridge Note; (iv) After giving effect to the reduction in the principal of the Bridge Notes in accordance with (iii) above, if any, ABRY Partners will deliver to the Company may request in order to effectuate for cancellation, the Bridge Notes held by such contribution, Investor; and (iiiv) 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 for such Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, any applicable state securities laws or the terms of the Operating Agreement or the Members Agreement, and such Common Units will not be disposed of in contravention of any such laws or agreements. (ii) Such Investor is able to bear the economic risk of the investment in Common Units for an indefinite period of time, and such Investor understands that Common Units are subject to the transfer restrictions contained herein and have not been registered under the Securities Act. (iii) Such Investor has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Common Units and has had full access to such other information concerning the Company as such Investor has requested. Such Investor has reviewed, or has had an opportunity to review copies of, the Members Agreement, the Operating Agreement, Agreement and the Registration Rights Agreement and the Preferred Securities Purchase Agreements that the Company is entering into on the date of this Agreement. (iv) Each of this Agreement, the Operating Agreement, the Members Agreement and the Registration Rights Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies), and the execution, delivery, and performance of each such Agreement by such Investor does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which such Investor is a party or any judgment, order, or decree to which such Investor is subject. (v) Such Investor is an “Accredited Investor” as defined in Regulation D under the Securities Act and or such Investor considers himself or itself to be an experienced and sophisticated investor and to have such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Common Units. Such Investor acknowledges and understands that an investment in the Common Units involves substantial risks and such Investor is able to bear the economic risks of an investment in the Common Units pursuant to the terms hereof, including the complete loss of such Investor’s investment in the Common Units. (dc) In connection with the purchase and sale of Common Units under this Agreement, the Company represents and warrants to each Investor as of the date hereof that the following statements are true and correct:

Appears in 1 contract

Samples: Investor Securities Purchase Agreement (LL Services Inc.)

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