Examples of Subscribed Units in a sentence
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Units (such subscription and issuance, the “Subscription”).
Section 2.1 Upon the terms and subject to the conditions of this Agreement: the Investor hereby subscribes for and agrees to purchase from the Company, and the Company hereby agrees to sell to the Investor, all of the Subscribed Units at the Unit Purchase price as defined herein.
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On the terms and subject to the conditions set forth herein, in consideration of the issuance of the Subscribed Units to Investor, at the Closing, Investor shall contribute (or cause to be contributed) to NewCo an amount in cash equal to $1,800,000,000.00 (the “Unadjusted Subscription Price”), subject to adjustment pursuant to Section 2.4 (such amount, as may be adjusted, the “Subscription Price”).
Securities Act”) or the securities laws of any state and that the Subscribed Units may not be offered or sold, directly or indirectly, in the United States without registration under the US.
The Subscriber is purchasing the Subscribed Units on the Trade Date as principal for the Subscriber’s own account, and not for the benefit of any other person (which term as used herein shall be broadly interpreted and shall include a corporation).
Prior to any event in connection with the Subscribed Units (e.g., vesting or the filing of an 83(b) election by the Subscriber) that the Company determines may result in any tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the “Tax Withholding Obligation”), the Subscriber shall make arrangements satisfactory to the Company for the satisfaction of any Tax Withholding Obligation that arise in connection with his/her Subscribed Units.
If this subscription is accepted only in part, a cheque representing any refund of the Subscription Price for that portion of the subscription for the Subscribed Units which is not accepted will be promptly delivered to the Subscriber without interest or deduction.
In making the decision to accept the Subscribed Units, Marubeni has relied solely upon (i) the Partnership Agreement and this Agreement and (ii) its own independent investigations of the business to be undertaken by the Partnership or investigations conducted by its own independent advisers in evaluating its participation in the Partnership.
This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Subscriber notwithstanding the completion of the purchase of the Subscribed Units by the Subscriber pursuant hereto and subsequently in the future, and any subsequent disposition by the Subscriber of the Subscribed Units.