The Corporation’s Common Unit Purchase Sample Clauses

The Corporation’s Common Unit Purchase. (i) Following the Recapitalization, immediately upon the Effective Time, the Corporation will contribute the IPO Net Proceeds to the Company in exchange for [●] Common Units and (ii) upon the exercise, if any, of the Over-Allotment Option, the Corporation will contribute the Over-Allotment Option Net Proceeds in exchange for a number of Common Units equal to the number of shares with respect to which the Over-Allotment Option is exercised, in each case pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The parties hereto acknowledge and agree that the IPO Common Unit Purchase will result in a “reevaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
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The Corporation’s Common Unit Purchase. Following the Recapitalization, immediately upon the Effective Time, the Corporation will contribute the IPO Net Proceeds to the Company in exchange for [·] Common Units pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The parties hereto acknowledge and agree that the IPO Common Unit Purchase will result in a “reevaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
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The Corporation’s Common Unit Purchase. Pursuant to the Contribution Agreement, at the Contribution Closing, the Corporation contributed to the Company cash in the aggregate amount of $1,485,999,739.31 in exchange for 163,505,000 Common Units pursuant to the Contribution Agreement (the “Common Unit Purchase”). The parties hereto acknowledge and agree that the Common Unit Purchase will result in a “revaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
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The Corporation’s Common Unit Purchase. Following the Recapitalization, immediately upon the Effective Time, the Corporation will use the IPO Net Proceeds to purchase 13,666,667 Common Units, and will use the net proceeds from the Over-Allotment Option (if and when exercised) to purchase 2,100,000 Common Units, from the Company pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The parties acknowledge and agree that the IPO Common Unit Purchase and all subsequent purchases of Common Units will result in adjustments to Capital Account balances to the extent permitted by Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
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The Corporation’s Common Unit Purchase. Following the Recapitalization, immediately upon the Effective Time, the Corporation will (i) purchase [•] Common Units from SG Holding I at a purchase price per Common Unit equal to the offering price per share of Class A Common Stock in the IPO, less any applicable Discount (as defined in Section 6.06), pursuant to the Class B Subscription and IPO Common Unit Purchase Agreement and (ii) contribute the IPO Net Proceeds (less any portion of the IPO Net Proceeds used to purchase Common Units from SG Holding I pursuant to clause (i) above) to the Company in exchange for [•] newly issued Common Units pursuant to the IPO Common Unit Purchase Agreement (such purchases from SG Holding I and the Company, together, the “IPO Common Unit Purchase”). The IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will purchase a number of Common Units from the SG Holding I equal to the number of shares of Class A Common Stock issued by the Corporation in connection with the exercise of the Over-Allotment Option, at a purchase price per Common Unit equal to the offering price per share of Class A Common Stock in the IPO, less any applicable Discount, pursuant to the Class B Subscription and IPO Common Unit Purchase Agreement (such purchase from SG Holding I, the “Green Shoe Common Unit Purchase”). The Green Shoe Common Unit Purchase shall be reflected on the Schedule of Members. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time. The parties hereto acknowledge and agree that the IPO Common Unit Purchase will result in a “reevaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations. Immediately following the consummation of the IPO Common Unit Purchase and, if the Over-Allotment Option is exercised, the Green Shoe Common Unit Purchase, pursuant to the Class B Subscription and IPO Common Unit Purchase Agreement, the Corporation will issue to each of SG Holding I and SG Holding (for nominal consideration) a number of shares of Class B Common Stock equal to the number of Common Units held by such Person.
Sample 1
The Corporation’s Common Unit Purchase. Following the Recapitalization, immediately upon the Effective Time, the Corporation will contribute the IPO Primary Net Proceeds to the Company in exchange for 8,333,333 newly issued Common Units pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, (i) pursuant to the IPO Common Unit Purchase Agreement, the Corporation will contribute the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option, and (ii) such issuance of additional Common Units shall be reflected on the Schedule of Members.
Sample 1
The Corporation’s Common Unit Purchase. Following the Recapitalization, immediately upon the Effective Time, the Corporation contributed to the Company cash in the aggregate amount of $[ ● ] in exchange for [ ● ] Common Units (the “Common Unit Purchase”). The parties hereto acknowledge and agree that the Common Unit Purchase will result in a “revaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
Sample 1
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The Corporation’s Common Unit Purchase. Following the Recapitalization, immediately upon the Effective Time, the Corporation will contribute the IPO Net Proceeds in exchange for [•] Common Units pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will contribute the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option pursuant to the IPO Common Unit Purchase Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time. The parties hereto acknowledge and agree that the IPO Common Unit Purchase will result in a “reevaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
Sample 1
The Corporation’s Common Unit Purchase. Following the Recapitalization, and concurrent with the closing of the IPO, the Corporation will contribute the IPO Net Proceeds in exchange for 31,250,000 Common Units pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, the Corporation will contribute the Over-Allotment Option Net Proceeds to the Company in exchange for a number of newly issued Common Units equal to the number of shares of Class A Common Stock issued by the Corporation in such exercise of the Over-Allotment Option pursuant to the IPO Common Unit Purchase Agreement, and such issuance of additional Common Units shall be reflected on the Schedule of Members. For the avoidance of doubt, the Corporation shall be admitted as a Member with respect to all Common Units it holds from time to time. The parties hereto acknowledge and agree that the IPO Common Unit Purchase will result in a “reevaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.
Sample 1

Related to The Corporation’s Common Unit Purchase

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Purchase and Sale of the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • 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 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).

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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 Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

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