Additional Purchased Units definition
Examples of Additional Purchased Units in a sentence
Accordingly, the Purchased Units and the Additional Purchased Units may not be offered for sale, sold, or otherwise transferred in whole or in part except in accordance with the terms of the Partnership Agreement and in compliance with all applicable laws, including securities laws, except that the Purchased Units and Additional Purchased Units may be pledged in a bona fide transaction.
The Purchaser agrees that it will indemnify and hold harmless the Seller from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser or alleged to have been incurred by the Purchaser in connection with the purchase of the Purchased Units, the Additional Purchased Units or the consummation of the transactions contemplated by this Agreement.
Upon such Seller’s receipt of the applicable purchase price and the transfer of the Initial Purchased Units or Additional Purchased Units at the Initial Closing or any Additional Closing, as applicable, good, valid and marketable title to the Initial Purchased Units and any Additional Purchased Units, as applicable, will pass to the Purchaser, free and clear of any Liens.
Except as otherwise contemplated herein, the Rockpoint Class A Preferred Holder is acquiring the Additional Purchased Units solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws.
The Rockpoint Class A Preferred Holder is able to bear the economic risk of holding the Additional Purchased Units for an indefinite period (including total loss of its investment).
Such Seller has good, valid and marketable title to, and has full right, power and authority to sell, convey, assign and transfer, free and clear of any Liens the Initial Purchased Units and the Additional Purchased Units, as applicable, set forth opposite its name on Schedule I hereto.
The Rockpoint Class A Preferred Holder acknowledges that the Additional Purchased Units are not registered under the Securities Act, or any state securities laws, and that the Additional Purchased Units may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
The Rockpoint Class A Preferred Holder agrees to invest an additional $100,000,000 in the Partnership through the purchase of the Additional Purchased Units at the Closing, subject to the terms and conditions set forth herein.
The closing of the purchase and sale of the Additional Purchased Units (the “Additional Closing”) shall take place electronically at 5:00 P.M. Eastern Time on such date as the Parties may mutually agree upon.
All numbers set forth herein that refer to unit amounts, including the number of Initial Purchased Units and Additional Purchased Units set forth in Schedule I hereto, have been adjusted as appropriate to reflect the Recapitalization.