Purchase and Sale of Unit Sample Clauses

Purchase and Sale of Unit. 1.1 Seller agrees to sell to Purchaser, and Purchaser agrees to purchase, the Condominium Unit identified in the Condominium Declaration as Unit No. and have assigned to such Unit Limited Common Element Parking Space No. . The Residential Unit's percentage interest in the Common Elements of the Condominium as set forth in Exhibit B to the Condominium Declaration is 25%, (the “Percentage Interest”). The Residential Unit and Common Elements shall be conveyed "AS IS", except as otherwise set forth in the Limited Warranty attached hereto, and unfurnished. Any furnishings and personal property displayed in any model unit are not included in the purchase price. Dimensions shown in any floor plan sketches or other related sales materials are approximations. 1.2 Purchaser acknowledges that the Residential Unit is not being sold or assigned to Purchaser on a “per square foot” basis. All references herein to the “Unit” shall be deemed to include the Residential Unit (as defined in the Declaration) (unless otherwise noted herein or the context indicates otherwise), and, if applicable, all Limited Common Elements assigned or to be assigned to the Residential Unit as provided herein. 1.3 Purchaser acknowledges and agrees that Purchaser has reviewed the plans for the Condominium and is familiar with the location of the Residential Unit.
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Purchase and Sale of Unit. (s). ---------------------------- a. Sale and Issuance of Unit(s). Subject to the terms and ---------------------------- conditions of this Subscription Agreement, the undersigned Investor agrees to purchase at the Closing (as defined in that certain Confidential Private Placement Offering Memorandum dated for reference purposes as of May 31, 1996, (the "Memorandum")) and the Corporation agrees to sell and issue to the Investor at the Closing, that number of Unit(s) (the "Units") set forth on the Registration Statement and signature page attached to this Subscription Agreement; each Unit consisting of one (1) $10,000 10% Series A Secured Convertible Note due May 31, 1998 (the "Series A Note") secured by certain of the Corporation's assets as set forth in the Security Agreement dated of even date herewith (the "Security Agreement") and a Warrant exercisable through May 31, 1999 to purchase eighty (80) shares of Common Stock of the Corporation for each one thousand (1,000) shares of Common Stock into which each $10,000 Series A Note is convertible at an initial exercise price equal to the conversion price established under the Series A Note and as such exercise price is adjusted under the terms of the Warrant (the "Warrant"); each such instrument in the form as attached to the Memorandum, and incorporated herein by reference at a per Unit purchase price of $10,000 (the "Purchase Price"). Any future reference herein to a Unit shall also mean the Series A Note, the Warrant, all stock issuable upon conversion of the Note (the "Note Shares") and all common stock issuable upon exercise of the Warrant (the "Warrant Shares"). The Unit(s) offered to the Investor are part of a larger private placement of units by the Corporation for minimum aggregate gross proceeds of $10,000,000 and maximum aggregate gross proceeds of $20,000,000 (the "Placement").
Purchase and Sale of Unit. Seller sells and agrees to convey to Buyer, and Buyer purchases from Seller, the Unit for the Purchase Price and subject to the terms specified in this Agreement.
Purchase and Sale of Unit. As of the last day of the Company's fiscal year in which there has occurred a Buy-out Event (the "Buy-out Date"), the Company may elect to buy and the Withdrawn Unit Holder shall sell the Withdrawn Unit Holder's Units in the Company, upon the vote of a Majority in Interest of the Class A Common Members. The purchase price of such Units shall be determined pursuant to subsection 8.2(c). Closing of the purchase and sale hereunder shall take place at the offices of Xxxx and Xxxxx, P.A., Attorneys at Law, Asheville, North Carolina at 10:00 a.m. on the fourth Wednesday of the first month following the end of the subject fiscal year. In the event arbitration shall be required as herein provided, closing shall be postponed until the fourth Wednesday of the first month following receipt of the decision of the arbitration committee and shall be held at the above stated time and place. In the event of a disagreement with regard to the payment terms of the purchase and sale, the purchase price shall be paid at closing in full in cash, by wire transfer, or in certified funds; provided, however, that in the event the subject Buy-out Event is pursuant to subsection(s) 8.2(a) (i)(ii)(iii)(iv)(v)(vi)(vii) or (viii) , the purchase price, as determined pursuant to subsection 8.2(c), shall be paid at closing, at the option of the Company, (i) in full in cash, certified funds, bank check, or bank money order; or (ii) by promissory note of the Company in the amount of the purchase price with simple interest upon the principal at the appropriate Applicable Federal Rate under the Code, with the principal and interest being due and payable in sixty (60) equal consecutive monthly installments beginning one (1) month after the date of closing.
Purchase and Sale of Unit 

Related to Purchase and Sale of Unit

  • 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 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 Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • 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 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 Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

  • Purchase and Sale of the Assets Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets); (b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere; (c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property; (d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets); (e) all rights of the Sellers under Assigned Contracts; (f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”); (g) licenses and permits primarily used in the operation of the Business, to the extent transferable; (h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h); (i) any warranties of third parties on any Transferred Assets; (j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets; (k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the Sellers’ directors and officers insurance policies will constitute Excluded Assets in all respects); (l) all rights and claims of the Sellers of every kind and description under all non-disclosure, confidentiality, non-competition, non-solicitation, assignment of invention and other agreements of a comparable nature with (i) all present and former employees of the Sellers other than Eligible Employees who are hired by the Purchaser to the extent such agreements relate to the Transferred Assets and (ii) all Eligible Employees who are hired by the Purchaser whether or not such agreements relate to the Transferred Assets; and (m) all other assets primarily related to the Business, other than any Excluded Assets.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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