Purchase and Sale of the Company Units Sample Clauses

Purchase and Sale of the Company Units. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from such Seller, all of such Seller’s rights, title and interest in and to the Company Units held by such Seller, free and clear of any Liens (other than restrictions on transfer of securities under applicable federal and state securities Laws).
Sample 1
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Purchase and Sale of the Company Units. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer or its permitted assignee will purchase, acquire and accept from each Seller, and each Seller will sell, assign, transfer, convey and deliver to Buyer or its permitted assignee, free and clear of all Liens (other than Liens pursuant to applicable securities Laws), all of such Seller’s right, title and interest in and to the Company Units held by such Seller for such Seller’s portion of the Purchase Price (as further set forth below), provided that the Company Units sold by the Sellers at the Closing shall collectively constitute one hundred percent of the outstanding equity interests of the Company.
Sample 1
Purchase and Sale of the Company Units. The Parties will execute and deliver counterparts of the Ancillary Agreements and make the Initial Contributions to the Company at a closing (the “Closing”) to be held on a date mutually satisfactory to the Parties, expected to be on or about May 31, 2006. At the Closing, the Parties will cause the Company to sell to each of the Parties and, subject to the terms and conditions set forth herein, each of the Parties will purchase from the Company the number of Units set forth opposite such Party’s name on Schedule C. The Closing of the purchase and sale of the Units and the initiation of the Venture will be effected by exchange of documents, certificates and agreements, by air courier, facsimile transmission or other means satisfactory to the Parties.
Sample 1
Purchase and Sale of the Company Units. In accordance with and subject to the provisions of this Agreement, at the first closing (the “First Closing”), the Company shall issue, sell and deliver to each Purchaser, and each Purchaser shall purchase and accept from the Company, the number of Company Units set forth opposite such Purchaser’s name set forth on Schedule I attached hereto, in each case free and clear of all Liens, including without limitation any preemptive, drag-along, tag-along, first refusal or first offer rights or other similar rights (other than those set forth under the Amended Operating Agreement all of which have been waived pursuant to the Waivers (as defined below) with respect to the Closings).
Sample 1
Purchase and Sale of the Company Units 
Sample 1

Related to Purchase and Sale of the Company Units

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following 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.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Company Shares Sale of Company Shares

  • 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 the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

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