SALE OF THE PURCHASED UNITS Sample Clauses

SALE OF THE PURCHASED UNITS. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article IV, and in reliance upon the representations and warranties hereinafter set forth, at the Closing, the Company shall issue, sell and deliver to each Purchaser, and each Purchaser shall purchase from the Company, that number of Purchased Units set forth opposite such Purchaser's name on ANNEX I, for the aggregate purchase price set forth opposite such Purchaser's name on ANNEX I, free and clear of all Liens (other than pursuant to the Operating Agreement and the Members' Agreement). Each Purchaser hereby consents, for purposes of the Operating Agreement, to the offer, issuance and sale by the Company to the Purchasers of the Purchased Units in accordance with the provisions of this Agreement and hereby waives any rights such Purchaser may have in connection with such offer, issuance and sale under the Members' Agreement (including, but not limited, Section 5 thereof).
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SALE OF THE PURCHASED UNITS. Subject to the terms and conditions herein stated, Newport agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.2), and the Purchaser agrees to purchase from Newport on the Closing Date, the Purchased Units.
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SALE OF THE PURCHASED UNITS. Subject to the terms and conditions herein stated, IMS Holdco agrees to sell, assign, transfer and deliver to the Purchaser as of the Effective Date (as defined in Section 2.2), and the Purchaser agrees to purchase from IMS Holdco as of the Effective Date, the Purchased Units.
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SALE OF THE PURCHASED UNITS. Section 1.1 Sale of the Purchased Units 1
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SALE OF THE PURCHASED UNITS. On the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties and agreements contained herein, at the Closing the Seller will sell, transfer and deliver to the Purchaser and the Purchaser will purchase and accept from the Seller such number of units (the "Purchased Units") of the Resulting LLC's equity such that the Purchaser will own 100% of the issued and outstanding equity interests, and 66.67% of the equity interests on a fully diluted basis including the Seller Warrant, of the Resulting LLC following the Closing. In consideration for the sale, transfer and delivery of the Purchased Units, the Purchaser shall pay the Seller $1.00 (the "Purchase Price").
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SALE OF THE PURCHASED UNITS. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing, the Seller shall issue, sell and deliver to each Purchaser, and each such Purchaser shall purchase from the Seller, that number of Purchased Units set forth opposite the name of such Purchaser in the second column of Annex I, free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, "Liens") (other than pursuant to the Existing Agreements (as defined below)), for the aggregate purchase price set forth opposite the name of such Purchaser in the third column of Annex I.
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SALE OF THE PURCHASED UNITS. Subject to the terms and conditions herein stated, each Seller agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.3), and the Purchaser agrees to purchase from each such Seller on the Closing Date, the number of Class B Units of the Company (the “Class B Units”) set forth opposite such Seller’s name on Schedule 2.1 hereto which units, pursuant to the terms of the operating agreement of the Company shall automatically be converted into Class A Units of the Company (the “Class A Units” and together with the Class B Units, the “Units”). To the extent that 31,500,000 exceeds the number of Units specified on Schedule 2.1 as of Closing for all Sellers, then, at the Purchaser’s election, on the Closing Date Zyman will sell a number of additional Units to Purchaser up to the amount of such excess. The actual number of Units purchased and sold pursuant to the foregoing provisions of this Section 2.1 are referred to herein as the “Purchased Units”. The Purchased Units sold by the Management Sellers pursuant to this Section 2.1 are referred to herein as the “Management Purchased Units” and the Purchased Units sold by Zyman pursuant to this Section 2.1 are referred to herein as the “Zyman Purchased Units”.
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Related to SALE OF THE PURCHASED UNITS

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Private Placement 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, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser 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 Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • 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 the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • 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, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. 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 $7.00 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 the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

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