Purchase and Sale of the Purchased Units at Closing Sample Clauses

Purchase and Sale of the Purchased Units at Closing. (a) Purchaser and each of the Sellers, severally and not jointly, hereby agrees that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions hereof, at the Closing, Purchaser shall purchase from each Seller Subsidiary, and each Seller Subsidiary shall sell, transfer and deliver to Purchaser, all of the Units owned by such Seller Subsidiary, in each case free and clear of all Encumbrances (other than those set forth in the Certificate of Formation or the LLC Agreement and under applicable securities Laws). The aggregate purchase price to be paid by Purchaser for the Purchased Units (the “Purchase Price”) shall be $1,827,800,000, as adjusted pursuant to Section 2.3 and Section 2.4, less any amounts paid to Purchaser in accordance with Article IX and the Escrow Agreement.
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Purchase and Sale of the Purchased Units at Closing. (a) Purchaser and each of the Sellers, severally and not jointly, hereby agrees that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions hereof, at the Closing, Purchaser shall purchase from each Seller Subsidiary, and each Seller Subsidiary shall sell, transfer and deliver to Purchaser, all of the Units owned by such Seller Subsidiary, in each case free and clear of all Encumbrances (other than those set forth in the Certificate of Formation or the LLC Agreement and under applicable securities Laws). The aggregate purchase price to be paid by Purchaser for the Purchased Units (the “Purchase Price”) shall be $1,827,800,000, as adjusted pursuant to Section 2.3 and Section 2.4, less any amounts paid to Purchaser in accordance with Article IX and the Escrow Agreement. - 11 - (b) At the Closing, Purchaser shall (i) pay to each Seller such Seller’s Pro Rata Share of $1,827,800,000, as adjusted pursuant to Section 2.3(b)(i) and Section 2.4(b)(i), minus such Seller’s Pro Rata Share of the Escrow Amount (the “Initial Purchase Price”), by wire transfer of immediately available funds to the bank account of each Seller specified by such Seller to Purchaser at least three Business Days prior to the Closing, and (ii) pay to the Escrow Agent the Escrow Amount, by wire transfer of immediately available funds to the bank account of the Escrow Agent designated in the Escrow Agreement. 2.2.
Sample 1

Related to Purchase and Sale of the Purchased Units at Closing

  • 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.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • 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 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.

  • 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 Company Shares Sale of Company Shares

  • Purchase and Sale of the Warrants (i) As payment in full for the 8,666,667 Warrants being purchased under this Agreement, the Purchaser shall pay $13,000,000 (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 the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

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