Purchase of Class B Units Sample Clauses

Purchase of Class B Units. The completion of the Offering is contingent upon the purchase by Broin Investments II, LLC, of the 200 Class B Capital Units specified in the preceding paragraph. Upon the execution of a subscription agreement for Class B Capital Units, Broin Investments II, LLC, must submit (i) 10% of the total purchase price of its subscription amount ($100,000.00) to the Company, which amount shall be deposited into the Company’s Escrow Account for the Offering and (ii) an executed promissory note in the amount of the remaining 90% balance of its subscription amount ($900,000.00). Payment of amounts due under Broin Investment’s promissory note for its Class B Capital Units shall be subject to the last call of the Board of Managers, only after call has been made for all outstanding Committed Capital of Class A and Class C Members. Committed Capital due under Broin Investments II, LLC’s promissory note for its Class B Capital Units must be contributed within 30 days from the date of call. In the event of Broin Investment’s failure to contribute its Capital Commitment when due, the Company shall have the right to redeem Broin Investment’s Class B Capital Units as provided in Section 4.3, in addition to any remedies otherwise provided by law.
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Purchase of Class B Units. (a) On the terms and subject to the conditions set forth herein, at the Closing (as defined below), (i) (A) Holding will purchase (and then cancel) 19,790,000 Class A Units of Holding (“Class A Units”) from the Corporation at a per unit purchase price equal to the Per Share Purchase Price (as defined below) (such transaction, the “Funding Transaction”), (ii) at substantially the same time as but immediately following the Funding Transaction, pursuant to Section 2.1(a) of the Exchange Agreement, (A) Fifth Third will surrender to Holding the Exchange Units in exchange for the issuance by the Corporation of the Purchase Shares to Fifth Third whereupon, (B) the Exchange Shares will be automatically cancelled without any action on the part of any person and the Exchange Units will be automatically converted into 19,790,000 Class A Units held by the Corporation, and (iii) at substantially the same time as but immediately following the transactions described in clause (ii) of this Section 1.1(a), (A) the Corporation shall purchase from Fifth Third, and Fifth Third shall sell to the Corporation, the Purchase Shares, at a per share purchase price for each Purchase Share equal to $64.04 (the “Per Share Purchase Price”) whereupon (B) the Purchased Shares shall be immediately cancelled by the Corporation. The parties hereby acknowledge and agree that at the conclusion of the redemptions and purchases described in this Section 1.1(a), the total number of outstanding Class A Units will equal the total number of outstanding shares of the Corporation’s Class A Common Stock.
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Purchase of Class B Units. 12.1 Put Right Upon Certain Events
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Purchase of Class B Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and jointly, to DG Acquisition LLC, a limited liability company owned by the shareholders of the Company ("DGA"), an aggregate of 125,000 of the Company's Class B units ("CLASS B UNITS"), at a purchase price (net of discounts and commissions) of $8.00 per Class B Unit. Each Class B Unit shall consist of one share of the Company's Class B common stock, par value $.0001 per share ("CLASS B COMMON STOCK"), and a redeemable five-year warrant to purchase one share of the Company's Class B Common Stock (the "CLASS B WARRANT(S)"); provided, that upon the consummation of a Business Combination, the Class B Warrants will become exercisable for Class A Warrants instead of Class B Warrants.
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Purchase of Class B Units. Platinum shall have acquired all of the issued and outstanding Class B Units of Platinum and each Platinum Subs on or prior to the Closing Date, and there shall be no claims, pending or threatened, related to such acquisition. The purchase agreement for each Class B Unit holder shall be in the form attached as Exhibit B.
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Purchase of Class B Units. The Company agrees with ADM (as the holder of the Class B Units) that, on or before August 1, 2001, it will present for approval of the Class A Members pursuant
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Related to Purchase of Class B Units

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Abingdon Futures Fund L.P. (the “Partnership”) as indicated on page B-7 hereof and as described in the Private Placement Offering Memorandum and Disclosure Document dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”). I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. Simultaneous with my delivery of this subscription agreement to Credit Suisse Securities (USA) LLC (the “Placement Agent”), I will either (a) complete and deliver to the Placement Agent the letter in the form attached hereto as Exhibit II, to authorize the Placement Agent to transfer by wire from my brokerage account with the Placement Agent, to the Partnership, monies sufficient to purchase the Units for which I am subscribing, or (b) deliver a check to the Placement Agent payable to the Partnership in an amount sufficient to purchase the Units for which I am subscribing for delivery by the Placement Agent to the General Partner. I understand that all capitalized terms used in this subscription agreement (“Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units.

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