Purchase and Sale of Executive Units Sample Clauses

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 3.712 Class M Units at a price of $0.01 per unit and 35.488 Class B Units at a price of $0.01 per unit. The Company shall deliver to Executive proper written evidence indicating Executive's ownership of such Class B Units and Class M Units, and Executive shall make a cash payment to the Company in an aggregate amount of $0.39. (b) Within 30 days after Executive purchases any Executive Units from the Company, Executive shall 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 Annex A attached hereto.
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Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 Class A Units at a price of $1.00 per unit and 1,103.15 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 Class B Units at a price of $0.70 per unit and 11,142.93 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall 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. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------
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Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 39,713.41 Class A Common Units for an aggregate price of $39,713.41 and 4,412.60 Class L Common Units for an aggregate price of $357,420.73 and Executive shall purchase, and the General Partner shall sell, the Percentage Interest for an aggregate price of $12,865.86. The Company shall deliver to Executive an executed copy of the Partnership Agreement indicating Executive's ownership of such Class A Common Units and Class L Common Units and the General Partner shall deliver to Executive an executed copy of the LLC Agreement indicating Executive's ownership of the Percentage Interest.
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Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, Executive shall (i) purchase, and the Company shall sell, 131.7 Class A Units at a price of $100 per unit, 28.584 Class L Units at a price of $8,100 per unit, 387.92 Class B Units at a price of $0.01 per unit and 412.681 Class C Units at a price of $0.01 per unit and (ii) cause the Trustee for the benefit of the XXX to purchase, and the Company shall sell, 197 Class A Units at a price of $100 per unit, 7.938 Class L Units at a price of $8,100 per unit, 0 Class B Units at a price of $0.01 per unit and 0 Class C Units at a price of $0.01 per unit. The Company shall deliver to each of Executive and the Trustee for the benefit of the XXX an executed copy of the Company's limited liability company agreement (the "Operating Agreement") indicating each of Executive's and the IRA's ownership of -------------------- such Class A Units, Class L Units, Class B Units and Class C Units, and Executive shall (y) deliver to the Company a cashier's or certified check, or by wire transfer of immediately available funds, in an aggregate principal amount of $113,078 and a promissory note in the form of Annex A attached hereto in an ------- aggregate principal amount of $131,700 (the "Executive Note") and (z) cause the -------------- Trustee for the benefit of the XXX to deliver to the Company a cashier's or certified check, or by wire transfer of immediately available funds, in an aggregate principal amount of $83,922. Executive's obligations under the Executive Note shall be secured by a pledge of all of the Executive Units to the Company, and in connection therewith, Executive shall enter into a pledge agreement in the form of Annex B attached hereto (the "Pledge Agreement"). ------- ---------------- (b) Within 30 days after Executive and/or Trustee for the benefit of the XXX purchases any Executive Units from the Company, Executive shall, and shall cause the Trustee on behalf of the XXX to, 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 Annex C attached ------- hereto.
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Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, Executive shall purchase 355.594 Class B Units at a price of $0.01 per unit and 378.291 Class C Units at a price of $0.01 per unit, and shall cause the Trustee for the benefit of the XXX to purchase, and the Company shall sell, 213.4 Class A Units at a price of $100 per unit, 23.711 Class L Units at a price of $8,100 per unit. The Company shall deliver to each of Executive and the Trustee for the benefit of the XXX an executed copy of the Company's limited liability company agreement (the "Operating Agreement") indicating Executive's and the IRA's ownership of such -------------------- Class A Units, Class L Units, Class B Units and Class C Units, and Executive shall cause the Trustee for the benefit of the XXX to deliver to the Company a cashier's or certified check, or by wire transfer of immediately available funds, an aggregate principal amount of $ 213,400. (b) Within 30 days after Executive and/or the Trustee for the benefit for the XXX purchases any Executive Units from the Company, Executive shall, and shall cause the Trustee on behalf of the XXX to, 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 Annex A attached ------- hereto.
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Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, Executive or his Permitted Transferees (as defined in the Investors Agreement) will purchase, and the Partnership will sell ___ of the Class B Common Units at a purchase price of $1.00 per Unit for a total purchase price of $______. The Partnership will deliver to Executive a copy of, and a receipt for, the certificate representing such Common Units, and Executive will deliver to the Partnership a cashier's or certified check or wire transfer of funds in the aggregate amount of $______. (b) Within 30 days after Executive purchases any Executive Units from the Partnership, Executive will make an effective election with the Internal Revenue Service under Sec tion 83(b) of the Internal Revenue Code and the regulations promulgated thereunder substantially in the form of Exhibit A attached hereto. (c) In connection with the purchase and sale of the Executive Units hereunder, Executive represents and warrants to the Partnership that: (i) The Executive Units to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distri bution thereof in violation of the 1933 Act, or any applicable state securities laws, and the Executive Units will not be disposed of in contravention of the 1933 Act or any applicable state securities laws. (ii) Executive is an executive officer of the Partnership, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units. (iii) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Units and has had full access to such other information concerning the Partnership as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Third Amended and Restated Agreement of Limited Partnership, dated as of the date hereof, between the General Partner and the Limited Partners listed on Schedule I thereto, and Executive is familiar with the terms and conditions with respect to the Executive Units described therein. (v) This Agreement co...
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Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Holdings shall sell, 44,939.19 Class A Units at a price of $1.00 per unit, 4,993.24 Class L Units at a price of $81.00 per unit, 50,667.55 Class B Units at a price of $0.70 per unit and 50,667.55 Class C Units at a price of $0.40 per unit and (ii) Executive shall purchase, and ACR Management shall sell, a 1.60% Membership Interest in ACR Management for $21,219.
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Related to Purchase and Sale of Executive Units

  • 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 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 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 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 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 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 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 Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

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