Unit Purchase Agreements Sample Clauses

Unit Purchase Agreements. The (i) Sponsor has executed and delivered a unit purchase agreement, the form of which is filed as an exhibit to the Registration Statement (the “Sponsor Unit Purchase Agreement”), and (ii) Representative has executed and delivered a unit purchase agreement, the form of which is filed as an exhibit to the Registration Statement (the “Representative Unit Purchase Agreement”), pursuant to which the Sponsor and the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units as provided for in their respective unit purchase agreement. Pursuant to the Sponsor Unit Purchase Agreement and the Representative Unit Purchase Agreement, respectively, (i) each of the Sponsor and the Representative has waived any and all rights and claims each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Securities, and (ii) the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Unit Purchase Agreement and the Representative Unit Purchase Agreement.
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Unit Purchase Agreements. “Unit Purchase Agreements” shall mean any and all of those purchase and sale agreements which Seller or its Affiliates have executed, as of the date of this Agreement, with purchasers of condominium hotel units in the proposed Sian Resort Residences I Condominium.
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Unit Purchase Agreements. The Sponsor and Maxim have executed and delivered agreements, annexed as an exhibits to the Registration Statement (the “Unit Purchase Agreements”), pursuant to which such persons, among other things, have purchased an aggregate of up to 334,375 Placement Units in the Private Placement. Pursuant to the Unit Purchase Agreements, all of the proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Closing.
Sample 1
Unit Purchase Agreements. Each Dealership Sub will enter into a Membership Purchase Agreement (“Purchase Agreement”) with Xxxxxxx, wherein Xxxxxxx will acquire 80% of the issued and outstanding membership interests in each NewCo (the “Units”). Lithia shall cause each Dealership Sub to enter into the respective Purchase Agreement. For purposes of determining the purchase price of the Units, the vehicles, parts and accessories, supplies, etc. will be valued using the methodology customarily employed by Lithia in such transactions with other parties. The FF&E used in each dealership will be valued at the depreciated book value as reflected on the applicable books and records of the company owning such assets. There will be no value placed on the good will for the Volkswagen and Nissan dealerships; and the goodwill for the BMW dealership will be valued at $1,200,000. The Purchase Agreement will contain representations and warranties customarily found in transactions of this type. Xxxxxxx and Lithia agree to negotiate in good faith to determine the definitive terms of the Purchase Agreements, incorporating the above financial terms and use their best efforts to negotiate and execute the same by December 15, 2011. The target closing date for the acquisitions will be March 1, 2012, subject to obtaining manufacturer approval by such date. If the closing date is extended to obtain manufacturer approval, the closing date will be the first day of the month, immediately following the month in which the approval of all three (3) dealership transfers is approved.
Sample 1
Unit Purchase Agreements. Owner agrees that the terms and conditions of paragraphs ___, ____ and ___ of these Supplementary Conditions shall be incorporated into all unit Purchase Agreements with buyers of condominium units and that they shall apply equally to the unit purchaser as they do to the Owner, hereunder.
Sample 1

Related to Unit Purchase Agreements

  • Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

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