Purchase and Sale of Subject Units Sample Clauses

Purchase and Sale of Subject Units. Subject to and upon the terms and conditions of this Agreement, at the Closing, Carlyle shall sell, assign, transfer and deliver to Parent, and Parent shall purchase, accept and assume from Carlyle, the Subject Units, free and clear of all Encumbrances, except for Permitted Equity Encumbrances.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Purchase and Sale of Subject Units. Pursuant to this Agreement, at the Closing, XXX agrees to purchase, and WGRAH agrees to sell, the Subject Units for a purchase price of $25.25 per unit for an aggregate purchase price of $252,500,000 (the “Purchase Price”).
Sample 1
Purchase and Sale of Subject Units. 19 Section 2.01 Purchase and Sale of Subject Units 19 Section 2.02 Consideration 19 Section 2.03 Closing and Closing Deliverables 20 Section 2.04 Purchase Price Adjustment. 22 ARTICLE III REPRESENTATIONS AND WARRANTIES OF CARLYLE 24 Section 3.01 Organization 24 Section 3.02 Authorization; Validity 24 Section 3.03 No Conflict; No Violation 25 Section 3.04 Consents and Approvals 25 Section 3.05 Title to the Subject Units 25 Section 3.06 Brokers 26 Section 3.07 Litigation 26 Section 3.08 No Other Representations and Warranties 26
Sample 1Sample 2
Purchase and Sale of Subject Units. The closing of the transactions contemplated herein (the “Closing”) shall occur within five business days after the conditions precedent set forth in Section 5 have been satisfied or waived by the appropriate party. At Closing, each Seller shall sell to the Company, and the Company shall purchase and redeem from each Seller, such Seller’s Subject Units, free and clear of any Liens, for an aggregate purchase price of $14,822,808.72 (the “Purchase Price”), apportioned between the Sellers as follows: [***] There shall be no prorations to the Purchase Price for the Subject Units or other adjustments with respect to any individual assets or liabilities of the Company or capital accounts of the other members as of the Closing Date.
Sample 1
Purchase and Sale of Subject Units. 19 Section 2.01 Purchase and Sale of Subject Units 19 Section 2.02 Consideration 19 Section 2.03 Closing and Closing Deliverables 20 Section 2.04 Purchase Price Adjustment. 22
Sample 1

Related to Purchase and Sale of Subject 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 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 Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. 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 $7.00 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 Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • 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 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 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 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.

Time is Money Join Law Insider Premium to draft better contracts faster.