Purchase and Sale of Purchased Units Sample Clauses

Purchase and Sale of Purchased Units. Subject to the terms and conditions of this Agreement: (i) at the First Closing (as defined below), (A) each Seller shall sell, convey, assign and deliver to the Purchaser the Common Units (the “First Closing Units”) and any and all rights and benefits incident to the ownership thereof (including, without limitation, accrued and unpaid dividends thereon) set forth under such Seller’s name of Schedule I and (B) the Purchaser shall (1) purchase from each Seller the First Closing Units for the purchase price for the applicable First Closing Units set forth under such Seller’s name on Schedule I (the “First Closing Purchase Price”) by wire transfer of immediately available funds to an account or accounts designated by the applicable Seller and (2) pay to D▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & S▇▇▇, LLC,as escrow agent of the Parties (the “Escrow Agent”), the Second Closing Purchase Price (as defined below) (the “Escrow Amount”), for deposit into the Escrow Agent’s IOLTA account (the “Escrow Account”), which Escrow Amount shall be held and disposed of pursuant to the terms of an escrow agreement, dated as of the First Closing Date, among the Escrow Agent, Purchaser and Sellers, substantially in the form attached as Exhibit A hereto (the “Escrow Agreement”), by wire transfer of immediately available funds to the Escrow Account; (ii) at the Second Closing (as defined below), (A) each Seller shall sell, convey, assign and deliver to the Purchaser the GP Units and the Subordinated Units (together, the “Second Closing Units”) and any and all rights and benefits incident to the ownership thereof (including, without limitation, accrued and unpaid dividends thereon) set forth under such Seller’s name of Schedule I and (B) the Purchaser shall purchase from each Seller such Second Closing Units for the purchase price for such Second Closing Units, as applicable, set forth under such Seller’s name on Schedule I (the “Second Closing Purchase Price”, together with the First Closing Purchase Price, the “Purchase Price”) by wire transfer of immediately available funds by the Escrow Agent from the Escrow Account, pursuant to written instructions from the Purchaser and each Seller to an account or accounts designated by the applicable Seller. (iii) The Purchaser and the Sellers mutually agree that the allocation of the Purchase Price in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $3,500,000 allocated to the Common ...

Purchase and Sale of Purchased Units. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions herein contained, on the Closing Date (as hereinafter defined in Section 7), the Seller shall sell, convey, assign, transfer and deliver to the Buyer and the Buyer shall purchase, the Purchased Units, free and clear of any and all liens, adverse claims, options, security interests, restrictions, pledges, mortgages, charges, encumbrances and third party rights of any kind or nature whatsoever, whether arising by Contract, operation of law or otherwise (collectively, “Liens”). For purposes of this Agreement, (a) “Contracts”, when described as being those of or applicable to any Person, shall mean any and all contracts, agreements, commitments, arrangements or other undertakings, whether formal or informal, written or oral, including any amendment and other modifications thereto, to which such Person is a party or by which such Person or its properties or assets is subject or bound, and (b) “Person” shall mean any individual, sole proprietorship, joint venture, partnership, corporation, limited liability company, association, joint stock company, unincorporated organization, cooperative, trust, estate, government entity or authority (including any branch, subdivision or agency thereof), administrative or regulatory authority, or any other entity of any kind or nature whatsoever.

Purchase and Sale of Purchased Units. Subject to the terms and conditions hereof, at the Time of Closing Vendor hereby sells, assigns and transfers to Purchaser and Purchaser hereby purchases from Vendor 16,650,000 issued and outstanding Units (the "PURCHASED UNITS").

Purchase and Sale of Purchased Units. As of the Effective Time (as hereinafter defined), Seller hereby agrees to sell, transfer and assign to the Company, and the Company hereby agrees to purchase from Seller, the Purchased Units, free and clear of all liens, charges, covenants, conditions, easements, adverse claims, demands, encumbrances, security interests, options, pledges and other title defects or restrictions (collectively, “Liens”). For purposes hereof: “Closing” means the exchange and delivery by the parties of the documents and instruments contemplated by this Agreement on the Effective Date. Notwithstanding the foregoing, for accounting, financial reporting and tax purposes, the Closing shall be deemed to be effective as of 12:00:01 a.m. (local time in Minneapolis, Minnesota) on the Effective Date (the “Effective Time”). Immediately following the Closing and after giving effect to the transactions contemplated by this Agreement, Seller shall be the holder of 306,000 Common Units of the Company.

Purchase and Sale of Purchased Units. The Company agrees to issue and sell to the Purchaser and the Purchaser agree to purchase the Purchased Units at a closing to take place at the offices of the Company, or such other place as the Purchaser and the Company shall mutually agree, including by way of the exchange of facsimile or “pdf” copies of signatures (the “Closing”), no later than the first Trading Day (as such term is defined below) following the date hereof (the “Closing Date”). The Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to the aggregate amount to be paid for the Purchased Units purchased hereunder as specified below the Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds (the “Subscription Amount”), and the Company shall deliver to the Purchaser its Purchased Units and the Company and the Purchaser shall deliver the other items set forth in Section 4 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 4 and 5, the Closing shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 6▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The term “Trading Day” means a day on which the NASDAQ Stock Market is open for trading.

Purchase and Sale of Purchased Units. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the representations and warranties set forth below, on the Closing Date, each Purchaser, severally and not jointly, shall purchase and the Company shall issue and sell to such Purchaser, the Membership Interests, as defined and otherwise described in the LLC Agreement, comprised of the Series A Preferred Units and Purchased Common Units (the "Purchased Units") of the Company set forth beside each Purchaser's name on Schedule 2.01 in each case for the Purchase Price set forth opposite such Purchasers name on Schedule 2.01.

Purchase and Sale of Purchased Units. Substantially simultaneously with the transactions set forth in Section 3.01(e) and Section 3.01(g), each Seller shall sell, transfer, convey, assign and deliver to Acquiror, and Acquiror shall purchase from such Seller, such Seller’s Pro Rata Share of the Purchased Units, free and clear of all Liens (other than Liens arising out of the ownership of the Purchased Units by Acquiror or Liens under any securities-related Applicable Legal Requirements or Liens under the Company Third A&R Operating Agreement). The aggregate consideration (to be delivered in the manner described in Section 2.04(f) and Section 2.04(g)) for the Purchased Units shall equal the Cash Consideration.

Purchase and Sale of Purchased Units. On the terms and subject to the conditions hereof, on the Closing Date, (a) each Company Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from each such Company Seller, all of the Company Purchased Units owned by such Company Seller, free and clear of any Liens and restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended, and applicable state securities laws), (b) each Blocker Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from each such Blocker Seller, all of the Blocker Purchased Units owned by such Blocker Seller, free and clear of any Liens and restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended, and applicable state securities laws) and (c) in consideration of the sale of the Purchased Units, and the covenants and agreements of the Sellers contained herein, Buyer shall deliver to the Disbursement Agent (for further payment to the Sellers) the consideration specified in Section 2.3. During the Executory Period, no Company Seller or Blocker Seller shall sell, assign, transfer, convey or otherwise dispose of any Company Purchased Units or Blocker Purchased Units held by such Company Seller or Blocker Seller, as applicable to any other Person.

Purchase and Sale of Purchased Units. Subject to the terms and conditions set forth herein, each Seller shall (and effective upon the Closing does hereby) sell, assign, transfer, convey and deliver to Buyer, and the Buyer Parties shall (and effective upon the Closing does hereby) purchase from such Seller on behalf of Buyer, all of such Seller’s right, title and interest in the Purchased Units, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), other than any restriction imposed by or arising from (a) any federal or state securities Laws or (b) the certificate of formation, operating agreement or other organizational documents of Full Moon.