Purchase and Sale of the Units Closing Sample Clauses
The "Purchase and Sale of the Units; Closing" clause defines the agreement between parties regarding the transfer of ownership of specific units, outlining the terms under which the buyer will purchase and the seller will sell these units. It typically details the number of units involved, the purchase price, and the timing and procedures for the closing, such as the exchange of funds and delivery of necessary documents. This clause ensures that both parties have a clear understanding of their obligations and the steps required to complete the transaction, thereby reducing the risk of misunderstandings or disputes during the sale process.
Purchase and Sale of the Units Closing. 2.01 Purchase and Sale of the Units; Redemption of the Motley Perforator Class B Units; Redemption of the Motley Coil Class B Units
(a) On the terms and subject to the conditions of this Agreement, at the Closing:
(i) D5 shall sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from D5, all of D5’s Class A Units, free and clear of all Encumbrances other than those arising pursuant to applicable federal and state securities laws;
(ii) 3M shall sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from 3M, all of 3M’s Class A Units, free and clear of all Encumbrances other than those arising pursuant to applicable federal and state securities laws; and
(iii) ▇▇▇▇▇ shall sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from ▇▇▇▇▇, all of ▇▇▇▇▇’▇ Class B Units, free and clear of all Encumbrances other than those arising pursuant to applicable federal and state securities laws. Such sale and purchase of the Class A Units and the Class B Units is referred to in this Agreement as the Acquisition.
(b) At the Closing:
(i) on the terms and subject to the conditions of the Motley Perforator Redemption Agreements, the Sellers shall cause Motley Perforator to redeem 100% of each Motley Perforator Class B Unitholder’s Motley Perforator Class B Units; and
(ii) on the terms and subject to the conditions of the Motley Coil Redemption Agreements, the Sellers shall cause Motley Coil to redeem 100% of each Motley Coil Class B Unitholder’s Motley Coil Class B Units.
(c) The aggregate consideration for the Units, shall be paid by Purchaser to Sellers (such amount, the Cash Consideration) as follows:
(i) $139,200,000 in aggregate cash consideration;
(ii) minus Estimated Closing Date Indebtedness;
(iii) plus Estimated Closing Date Cash; and
(iv) plus the amount of the difference between the Estimated Closing Date Net Working Capital and the Target Net Working Capital if the Estimated Closing Date Net Working Capital is greater than the Target Net Working Capital or minus the amount of such difference if the Estimated Closing Date Net Working Capital is less than the Target Net Working Capital.
(d) Subject to the provisions of this clause (d), Parent will issue to the Managers an aggregate number of shares of common stock of Parent (the Parent Common Stock) equal to the quotient of (x) $9,000,000 divided by (y) the average of the volume weighted average price per shar...
Purchase and Sale of the Units Closing. Purchase and Sale of the Units; Deposit 8 Section 2.02 Closing 8 Section 2.03 Place of Closing 8 Section 2.04 Purchase Price Adjustment 8 Section 2.05 Satisfaction of Certain Intercompany Receivables 9 Section 2.06 Construction Costs 9
Purchase and Sale of the Units Closing. 19
2.01 Purchase and Sale of the Units; Redemption of the Motley Perforator Class B Units; Redemption of the Motley Coil Class B Units 19 2.02 Closing 21 2.03 Transactions to be Effected at the Closing 22 2.04 Post-Closing Adjustment 24 2.05 Intended Tax Treatment; Allocation 28
Purchase and Sale of the Units Closing