Sale and Purchase of Units. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, 4,000,000 Units at $25.00 per Unit, aggregating $100,000,000; provided, however, the Company shall have no obligation to issue and sell the Units to you pursuant to this Agreement and you shall have no obligation to purchase the Units from the Company pursuant to this Agreement if (i) the Closing shall not have occurred on or prior to December 31, 2005 and (ii) the Company and you shall not have agreed in writing to a later date as being the date on or before which the Closing is to occur in order for the Company to be obligated to issue and sell the Units pursuant to this Agreement and for you to be obligated to purchase the Units from the Company pursuant to this Agreement.
(b) Under GAAP as in effect on the date of this Agreement, the Company expects to account for its issuance and sale of the Corporate Units as described in Schedule 2(b). If, as a result of a GAAP Development, the accounting treatment available for the issuance and sale of the Units is less advantageous (other than in insubstantial ways) to the Company than as presented in Schedule 2(b) (as determined in good faith by the Chief Accounting Officer of the Company in consultation with the Company’s independent auditor), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement.
(c) Under the Code as in effect on the date of this Agreement (taking into account, among other things, Internal Revenue Service Revenue Ruling 2003-97), the Company expects that interest accruing on the Senior Notes would be deductible under section 163(a) of the Code and would not be disallowed under section 163(l) of the Code. If, as a result of a Change in Tax Laws, interest accruing on the Senior Notes shall no longer be deductible under section 163(a) of the Code or not be allowed in consequence of section 163(l) of the Code (as determined in good faith by the Chief Accounting Officer of the Company based upon a Tax Opinion to such effect), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement.
(d) In the event that the Company’s obligation to issue and sell the Units pursuant to this Agreement shall have been terminated pursuant to paragraph (b) or (c) above, the Company shall offer you the oppor...
Sale and Purchase of Units. Subject to the terms and conditions hereof, at the Closing, the Company hereby agrees to issue and sell to each Purchaser, severally and not jointly, and each Purchaser agrees to purchase from the Company, severally and not jointly, that number of Units as set forth opposite such Purchaser's name on Exhibit A, as Exhibit A may be amended from time to time, at a Purchase Price of $27,000 per Unit.
Sale and Purchase of Units. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $100 per Unit. The aggregate purchase price for the Units shall be as set forth on the signature page hereto (the "Purchase Price") and shall be payable upon execution hereof by check or wire transfer of immediately available funds.
Sale and Purchase of Units. Upon the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to the Purchaser at the Closing, and the Purchaser agrees that it shall purchase and accept delivery from the Seller of all of the Units, which Units shall constitute all of the outstanding equity securities (and rights to acquire equity securities) of the Company, free and clear of any Liens.
Sale and Purchase of Units. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $0.01
Sale and Purchase of Units. On the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser at the Closing, and Purchaser shall purchase from Seller at the Closing, the Units free and clear of all Liens other than Liens under applicable securities Laws.
Sale and Purchase of Units. At the Additional Closing -------------------------- provided for in Section 2.6, the Company will issue and sell to the Purchaser and, subject to the terms and conditions of this Agreement, the Purchaser will purchase from the Company, the Additional Units at the purchase price of $86,956.52 per Additional Unit payable in cash by wire transfer of immediately available funds.
Sale and Purchase of Units. This Agreement is being executed and delivered in connection with the sale and purchase of up to an aggregate of 62 Units (issuable in two tranches) offered by XCL Land and XCL Ltd. to a limited number of qualified investors (the "Offering"). By executing and delivering this Agreement, the Subscriber hereby irrevocably agrees to subscribe for the number of Units, and at the purchase price, which the Subscriber has set forth in Section 13 hereof, subject to the terms and conditions contained in this Agreement. The purchase and sale of the Units listed in Section 13 hereof shall take place at a closing (the "Initial Closing") commencing at 10:00 a.m., Central Daylight Time, on November 6, 1998 at the offices of Xxxxxx, Arata, McCollam, Xxxxxxxxx & Xxxxx, L.L.P. or on such other date and at such other time and place as shall be mutually agreed upon by the parties hereto. The date on which the Initial Closing occurs is referred to herein as the "Closing Date". The purchase and sale of such Units shall be subject to the following terms and conditions.
(1) At closing, the Subscriber shall wire transfer, or shall cause to be wire transferred, immediately available United States Funds to Bank One, Louisiana, ABA Number: 065-400137, Account Number: 711-0000000 for the account of XCL Land, Ltd. in payment of the purchase price for the Units. As used herein the term "United States Funds" shall mean the freely transferable or external currency of the United States of America.
Sale and Purchase of Units. Section 1.1 Sale and Purchase 1 Section 1.2 Closing 1 Section 1.3 Purchase Price Adjustment 2 Section 1.4 Withholding 5
Sale and Purchase of Units. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), Sellers agree to sell to Acquisition Co., and Acquisition Co. agrees to purchase from Sellers, all of the Units, free and clear of any and all Liens, other than Permitted Equity Liens. As used in this Agreement, “
