Purchase and Sale of the Member Units Sample Clauses

Purchase and Sale of the Member Units. In accordance with and subject to the provisions of this Agreement, at the second closing (the “Second Closing” and, together with the First Closing, the “Closings” and each a “Closing”), each Selling Member shall sell, transfer and deliver to each of FSEP V and FSA V, and each of FSEP V and FSA V shall purchase and accept from such Selling Member, the number of Member Units set forth opposite such Selling Member’s name on Schedule II attached hereto, as amended prior to the Second Closing, in each case free and clear of all Liens, including without limitation any preemptive, drag-along, tag-along, first refusal or first offer rights or other similar rights (other than restrictions on future transfers under the Amended Operating Agreement); provided that in the event that at the Second Closing the aggregate number of Member Units set forth on Schedule II attached hereto is less than 86,363.64, the Company shall, subject to the provisions of this Agreement, issue, sell and deliver to FSEP V and FSA V (pro rata in proportion to the number of Company Units set forth opposite their respective name set forth on Schedule I attached hereto) the number of Company Units (the “Back-Stop Units”) equal to the difference between 86,363.64 and the number of Member Units to be sold to FSEP V and FSA V set forth on Schedule II attached hereto and Schedule II attached hereto shall be amended to reflect such issuance and sale of Back-Stop Units. The Company shall give FSEP V and FSA V not less than fifteen (15) days’ prior notice of the Second Closing and shall include in such notice the number of Member Units that Selling Members have agreed to sell at the Second Closing by executing and delivering this Agreement to FSEP V and FSA V. FSEP V and FSA V shall only be obligated to purchase Member Units from Selling Members included in such notice at the Second Closing.
Sample 1
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Related to Purchase and Sale of the Member Units

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • 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 Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • 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 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 the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

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