Unit Purchase. As payment in full for the Units being purchased under this Agreement, Subscriber shall pay $250,000 (the “Unit Purchase Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”) one (1) business day prior to the date of effectiveness of the registration statement in connection with the IPO, as amended as of such date (the “Registration Statement”).
Unit Purchase. (a) Subject to the terms and conditions, and in reliance upon the representations and warranties, herein set forth, on the Closing Date, simultaneously with or immediately following the consummation of the Parent GP Contribution, the Partnership agrees to sell to the General Partner, and the General Partner agrees to purchase from the Partnership, a number of Common Units (the “Purchased Units”) equal to (i) the cash proceeds from the Parent GP Contribution and the GP Term Loans (i.e., up to $250 million), divided by (ii) an amount equal to the average closing price of a Common Unit (as reported by the NASDAQ Stock Market) for the five (5) business days ending at the close of business on the third business day prior to the Closing Date (the “Purchase Price”) (rounding down such number of Units to the nearest whole unit to avoid fractional units); provided that, if any Common Units are purchased in connection with a Public Equity Offering (as defined in the Commitment Letter) of Common Units as contemplated by the Commitment Letter but result in less than $350 million of gross proceeds contemplated under the Commitment Letter, the Purchase Price shall be equal to the price at which the Common Units are sold to the public (less discounts and commissions to be paid to any underwriter); provided, further, that the aggregate Purchase Price for all Purchased Units (x) shall not exceed $250 million and (y) shall be otherwise in accordance with the terms and conditions of the Commitment Letter and the definitive documents contemplated thereby. The General Partner shall, prior to the Closing Date, notify the other Parties in writing of (A) the Purchase Price and (B) the number of Purchased Units to be purchased.
(b) Delivery of and payment for the Purchased Units shall be made at the time the Financing Transactions are consummated on the Closing Date. Delivery of the Purchased Units shall be made to the General Partner against payment by the General Partner of the Purchase Price to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. The Partnership shall deliver original unit certificates representing the Purchased Units, duly executed by the Partnership, or units in book entry form. unless the General Partner shall otherwise instruct.
Unit Purchase. Trilogy Holdings shall purchase from each Unit Seller, and each Unit Seller shall sell to Trilogy Holdings, (A) that number of Common Units (including any Warrant Units, but excluding any Common Units or Warrant Units to be retained as Rollover Interests or that are subject to redemption in accordance with Section 1.02(b)(i) or Section 1.02(b)(iii)(4)) of the Company set forth in the Joinder executed by such Unit Seller for the portion of the Common Unit Consideration payable to such Unit Seller in connection with such purchase in accordance with Section 1.03(b) and (B) that number of Management Units (other than Management Units, if any, to be retained as Rollover Interests or that are subject to redemption in accordance with Section 1.02(b)(i) or Section 1.02(b)(iii)(4)) of the Company set forth in the Joinder executed by such Unit Seller (and/or the Total Equity Value Allocation Certificate) for the portion of the Management Unit Consideration payable to such Unit Seller in connection with such purchase in accordance with Section 1.03(b).
Unit Purchase. KGE has agreed to sell and Xxxxxx has agreed to purchase a 25% interest in KGE for a total consideration of $225.00, payable upon final execution of this Agreement. Said $225.00 is based on the existing par capital issued by KGE to its existing owners totaling $900.00, and the $225.00 will be distributed $75.00 each to the three existing members of KGE, resulting in the following capital ownership – Xxxx Xxxxxx $225.00 Xxxx Xxxxxx… $225.00 Xxxxxx Xxxxxxxxx… $225.00 Xxxx Xxxxxx… $225.00 The $900.00 par capital amount is referenced in the existing offering materials for KGE, including its business plan, operating agreement and other securities documents, and currently represents a planned 75% ownership of KGE in Class A membership units (or shares), once KGE’s full capitalization is complete. The remaining $300.00 of planned par capital is projected to be infused by Class B members, thereby comprising a total planned par capital of $1,200.00.
Unit Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, through its Subsidiary, Mavrck, all of the issued and outstanding Company Units held by Seller, free and clear of all Liens other than those arising under applicable securities Laws, in exchange for the consideration set forth in Section 2.3 and Section 2.5, such that, at the Closing, Xxxxxx shall become the holder of all of the issued and outstanding Company Units. Notwithstanding anything in this agreement to the contrary, in no event will Purchaser pay an amount of consideration to Seller in the aggregate in the excess of or less than the Final Cash Purchase Price plus the Stock Consideration, with the shares of Purchaser Common Stock comprising the Stock Consideration valued at $10 per share.
Unit Purchase. Subject to the terms and conditions set forth herein, Australis hereby subscribes for and agrees to purchase from BaM, and BaM hereby accepts the subscription and agrees to issue and sell to Australis, 16,000,000 Units at a price of $0.40 per Unit for an aggregate purchase price of $6,400,000 (the “Unit Purchase Price”), in accordance with the following:
Unit Purchase. On and subject to the terms and conditions set ------------- forth in this Agreement, on the Closing Date, the Purchaser shall purchase from each Seller, and each Seller shall sell and transfer to the Purchaser, all of the shares of Common Units owned by such Seller as such ownership is set forth on the Schedule of Members attached hereto, free and clear of any Liens. -------------------
Unit Purchase. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, (i) Crompton agrees to sell to Purchaser, and the Purchaser shall purchase from Crompton, the Crompton Interest, free and clear of all Liens, (ii) each of the Management Members agrees to sell to Purchaser, and the Purchaser shall purchase from the Management Members, the Management Members’ Interest, free and clear of all Liens and (iii) each of the Carryholders agrees to receive payment hereunder in full satisfaction of such Carryholder’s rights to its Carried Interest, all in accordance with numbers and amounts set forth on Schedule 4.5, with respect to the Crompton and Management Members, and Schedule 1.1 with respect to the Carryholders.
(b) Purchaser shall not be required to purchase the Crompton Interest, the Management Members’ Interest or the Carried Interest, unless (i) the XX Xxxxxxx, as a group, sell and convey to Purchaser all of the Crompton Interest, the Management Members’ Interest and the Carried Interest, and (ii) the Merger has been effected pursuant to Article II.
Unit Purchase. 6 2.2 Purchase Price for Acquired Units.............................. 6 2.3
Unit Purchase. At Executive’s election Executive shall have the option to purchase up to $250,000 of a new senior priority equity security (to be defined in a separate agreement) being contemplated by the existing Members. This option should only be available should existing Members issue and purchase such new senior equity. The Executive’s option shall expire at the funding of a new senior priority equity security. If Executive elects to purchase Units pursuant to this Section 4.6, then Executive shall execute and deliver to Employer such documents as may be reasonably requested by Employer to consummate the transaction and to become party to the LLC Agreement as a Member, which documents may include without limitation a joinder to the LLC Agreement and a blank unit transfer power executed in blank (in form approved by the Board) for the purpose of authorizing the Employer to assign, transfer and deliver the units purchased pursuant hereto to the appropriate acquiror thereof pursuant to Section 9.2 of the LLC Agreement. In addition, Executive shall make representations and warranties in the Unit Grant Agreement in connection with the purchase of any Units pursuant to this Section 4.6.
