Sale and Purchase of Units Sample Clauses
Sale and Purchase of Units. Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers will sell, convey, assign, transfer and deliver the Units free and clear of any Encumbrances, to Buyer, and Buyer will purchase the Units from Sellers.
Sale and Purchase of Units. (a) The Subscriber hereby subscribes for and agrees to purchase the number of limited liability company membership interests (collectively, “Units” and individually, a “Unit”) in the Company for the aggregate capital commitment set forth on the signature page hereof, payable in cash, in accordance with the terms and conditions of this Agreement and the Promissory Note (as defined below).
(b) In order to subscribe for the Units, the Subscriber must complete, sign and return the following documents to the address set forth above:
(i) This Agreement. Please be sure to complete properly Section 4(a) of this Agreement so that the Manager may confirm that the Subscriber meets the suitability requirements for investing in the Company;
(ii) The Subscriber Information page (Page 15 of this Agreement);
(iii) The Promissory Note (the “Promissory Note”) representing the subscription price. The name on the Promissory Note must match Subscriber’s name as it appears on this Agreement; and
(iv) A signature page to the Operating Agreement of Company (“Operating
(c) If the Subscriber is a corporation, it must enclose with this Agreement copies of its Articles of Incorporation, Bylaws and the corporate resolution(s) authorizing the individual executing this Agreement to so act on behalf of the corporation, all of which have been certified by the Secretary or an Assistant Secretary of the corporation as being true and correct copies thereof and in full force and effect. If the Subscriber is a partnership, limited liability company or a trust, the undersigned has enclosed with this Agreement, a copy of its partnership agreement and any implementing resolution(s) (or other governing agreement), a copy of its operating agreement and any implementing resolution(s) (or other governing agreement) or a copy of its declaration of trust and any implementing resolution(s) (or other governing instrument), as the case may, all such documentation being complete, current and correct as of the date hereof. The documents set forth in this section 1(b)(i)-(iv) and 1(c) are collectively referred to as the “Related Documents” (and individually as a “Related Document”). All Related Documents should be sent to Oxford UAF II, LLC, at 000 Xxxx Xxxxxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxx 00000, Attn: Xxxx Xxxxxxxx .
(d) The offering of Units in the Company (the “Offering”) is being made through the Private Placement Memorandum (the “Memorandum”).
(e) The minimum investment by the Subscriber in the of...
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. 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. At the Closing provided for in Section -------------------------- 2.3, 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 Units at the purchase price of $2,000,000 per 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 10 Units (issuable in one or more 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 March 15, 1999 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.
(a) 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. Subject to the terms and conditions of this Agreement, the Buyer will purchase from the Seller, and Seller will sell and deliver to the Buyer, all of the Units owned by Seller, which Units equal one hundred percent (100%) of the issued and outstanding Units of the Company.