Sale and Purchase of Common Units Sample Clauses

Sale and Purchase of Common Units. Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of the respective parties contained herein, (a) the Company agrees to sell to the Subscriber and, to the fullest extent permitted by applicable law, the Subscriber irrevocably subscribes for and agrees to purchase from the Company common units (the “Common Units”), and upon the terms and conditions, and in consideration for the Subscriber’s agreement to be bound by the terms and provisions, of this Subscription Agreement (as amended or supplemented by the letter agreement dated on or about the date of this Subscription Agreement between, amongst others, the Subscriber and the Company (the “Side Letter”)), with a capital commitment to the Company in the amount (the Subscriber’s “Capital Commitment”) equal to the amount set forth in the confirmation of the Company’s acceptance of the Subscriber’s subscription, in substantially the form attached hereto and provided to the Subscriber (the “Company Acceptance”), which amount shall not exceed the amount of the Subscriber’s requested capital commitment set forth on the Subscriber’s signature page hereto (the “Requested Capital Commitment”). The Company reserves the right, in its sole discretion (for any reason or for no reason), to reject this or any other subscription, in whole or in part, in any order and at any time prior to the Closing (as defined below). Subject to the terms and conditions hereof and the Side Letter, the Subscriber’s obligation to subscribe and pay for the Common Units shall be unconditional, complete and binding upon the acceptance by the Company of this Subscription Agreement. However, the Subscriber’s Capital Commitment shall be payable in installments. If this subscription is rejected in full, or in the event the closing applicable to the Subscriber does not occur (in which event this subscription shall be deemed to be rejected), this Subscription Agreement shall thereafter have no force or effect. In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Common Units on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment. The Company’s registration statement on Form 10 (the “Registration Statement”) for the registration of its Common Units with the U.S. Securities and Exchange Commission (the “SEC...
Sample 1
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Sale and Purchase of Common Units. Subject to the terms and conditions of this Agreement, on the Closing (as defined below), the Partnership shall sell and issue to the Purchasers an aggregate number of Common Units (collectively, the “Purchased Common Units”) equal to the greater of (A) 2,000,000 and (B) difference between (x) 10,000,000 and (y) that number of Common Units sold by the Partnership on the date of the Closing (the “Closing Date”) pursuant to the Registration Statement; provided that such aggregate amount of Common Units shall not exceed 5,000,000. Each Purchaser shall purchase such percentage of the Purchased Common Units in accordance with its allocation percentage set forth opposite such Purchaser’s name in the column labeled “Applicable Percentage” on Exhibit A hereto. The Partnership shall provide each Purchaser with advanced written notice of the number of Purchased Common Units to be purchased by each Purchaser no later than three business days prior to the consummation of the IPO.
Sample 1
Sale and Purchase of Common Units. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.02 below) Copano hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from Copano, the number of Common Units set forth opposite such Purchaser’s name on Schedule 2.01, and each Purchaser agrees to pay Copano the Common Unit Purchase Price for each such Purchased Common Unit; provided, however, that, if the number of Purchased Common Units to be purchased by Structured Finance Americas, LLC, at Closing would represent more than 9.3% of the issued and outstanding number of Common Units as of immediately after the Closing then, and only upon Structured Finance Americas, LLC’s request, the number of Common Units to be purchased by Structured Finance Americas, LLC and its respective aggregate Common Unit Purchase Price in respect thereof, shall be reduced pro rata (based on the number of Common Units Structured Finance Americas, LLC would otherwise be required to purchase) by the minimum amount necessary such that Structured Finance Americas, LLC’s Purchased Common Units would not represent more than 9.3% of the issued and outstanding number of Common Units as of immediately after the Closing. The Purchased Common Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Second Amended and Restated Limited Liability Company Agreement of Copano, dated as of November 15, 2004, as amended (the “Limited Liability Company Agreement”). A true and correct copy of the Limited Liability Company Agreement together with Amendment No. 1 and Amendment No. 2 thereto have been filed by Copano with the Commission as Exhibits 3.3, 3.4 and 3.5 to Copano’s registration statement on Form S-3 (File No. 333-130315) filed on December 14, 2005.
Sample 1

Related to Sale and Purchase of Common Units

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Sale and Purchase of the Notes Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, the Notes for a purchase price equal to the principal amount of the Notes purchased (the “Purchase Price”).

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

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