Purchase and Sale of Company Units Sample Clauses

Purchase and Sale of Company Units. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances, and Purchaser shall purchase from the Seller, 100% of the issued and outstanding Company Units.
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Purchase and Sale of Company Units. At the Closing, and subject to and upon the terms and conditions of this Agreement, Acquiror shall purchase from each Seller, and each Seller shall sell, convey, transfer, assign and deliver to Acquiror, free and clear of all Encumbrances and defects of title, all of the Company Units held by such Seller, as set forth opposite such Seller’s name on Schedule 1 hereto, and all Company Interests represented thereby, which Company Units will represent all of the Company Interests held by such Seller. Notwithstanding any provision of the LLC Agreement to the contrary, immediately prior to contemporaneously with the Closing and the purchase by Acquiror of all of the Company Units and Company Interests of the Sellers as set forth on Schedule 1, Acquiror will be admitted as a member of the Company and shall be bound by the terms of the LLC Agreement, immediately following the admission of Acquiror as a member of the Company each Seller shall cease to be a member of the Company and shall thereupon cease to have or exercise any right or power as a member of the Company, and from and after the Closing, Acquiror will be the sole member of the Company.
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Purchase and Sale of Company Units. CLOSING 1
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Purchase and Sale of Company Units. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Member agrees to sell to Buyer, and Buyer agrees to purchase from the Member, the Company Units for the Consideration as provided in Section 1.3 below.
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Purchase and Sale of Company Units. Subject to and upon the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all right, title and interest in and to all of the Company Units owned by Seller, free and clear of all Liens.
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Purchase and Sale of Company Units. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase and acquire from Sellers, and Sellers agree to assign, transfer and convey to Buyer, the Company Units. (b) Within one (1) Business Day after the execution of the Escrow Agreement by all of the parties thereto and the delivery by the Escrow Agent to Buyer of written instructions for wiring funds into the account or accounts specified by the Escrow Agent, Buyer shall deliver to the Escrow Agent $20,000,000 (the “Deposit”) by wire transfer of immediately available funds to such account or accounts, to be held by the Escrow Agent in accordance with the Escrow Agreement. Prior to Closing, the Deposit shall be refunded to Buyer solely under the circumstances set forth under Section 10.2.
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Purchase and Sale of Company Units 
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Related to Purchase and Sale of Company Units

  • 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.”

  • 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 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 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 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 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 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 the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, 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 Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

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