Unit Purchase. Trilogy Holdings shall purchase from each Unit Seller, and each Unit Seller shall sell to Trilogy Holdings, (A) that number of Common Units (including any Warrant Units, but excluding any Common Units or Warrant Units to be retained as Rollover Interests or that are subject to redemption in accordance with Section 1.02(b)(i) or Section 1.02(b)(iii)(4)) of the Company set forth in the Joinder executed by such Unit Seller for the portion of the Common Unit Consideration payable to such Unit Seller in connection with such purchase in accordance with Section 1.03(b) and (B) that number of Management Units (other than Management Units, if any, to be retained as Rollover Interests or that are subject to redemption in accordance with Section 1.02(b)(i) or Section 1.02(b)(iii)(4)) of the Company set forth in the Joinder executed by such Unit Seller (and/or the Total Equity Value Allocation Certificate) for the portion of the Management Unit Consideration payable to such Unit Seller in connection with such purchase in accordance with Section 1.03(b).
Unit Purchase. (a) Subject to the terms and conditions, and in reliance upon the representations and warranties, herein set forth, on the Closing Date, simultaneously with or immediately following the consummation of the Parent GP Contribution, the Partnership agrees to sell to the General Partner, and the General Partner agrees to purchase from the Partnership, a number of Common Units (the “Purchased Units”) equal to (i) the cash proceeds from the Parent GP Contribution and the GP Term Loans (i.e., up to $250 million), divided by (ii) an amount equal to the average closing price of a Common Unit (as reported by the NASDAQ Stock Market) for the five (5) business days ending at the close of business on the third business day prior to the Closing Date (the “Purchase Price”) (rounding down such number of Units to the nearest whole unit to avoid fractional units); provided that, if any Common Units are purchased in connection with a Public Equity Offering (as defined in the Commitment Letter) of Common Units as contemplated by the Commitment Letter but result in less than $350 million of gross proceeds contemplated under the Commitment Letter, the Purchase Price shall be equal to the price at which the Common Units are sold to the public (less discounts and commissions to be paid to any underwriter); provided, further, that the aggregate Purchase Price for all Purchased Units (x) shall not exceed $250 million and (y) shall be otherwise in accordance with the terms and conditions of the Commitment Letter and the definitive documents contemplated thereby. The General Partner shall, prior to the Closing Date, notify the other Parties in writing of (A) the Purchase Price and (B) the number of Purchased Units to be purchased.
Unit Purchase. KGE has agreed to sell and Xxxxxx has agreed to purchase a 25% interest in KGE for a total consideration of $225.00, payable upon final execution of this Agreement. Said $225.00 is based on the existing par capital issued by KGE to its existing owners totaling $900.00, and the $225.00 will be distributed $75.00 each to the three existing members of KGE, resulting in the following capital ownership – Xxxx Xxxxxx $225.00 Xxxx Xxxxxx… $225.00 Xxxxxx Xxxxxxxxx… $225.00 Xxxx Xxxxxx… $225.00 TOTAL $900.00 The $900.00 par capital amount is referenced in the existing offering materials for KGE, including its business plan, operating agreement and other securities documents, and currently represents a planned 75% ownership of KGE in Class A membership units (or shares), once KGE’s full capitalization is complete. The remaining $300.00 of planned par capital is projected to be infused by Class B members, thereby comprising a total planned par capital of $1,200.00.
Unit Purchase. To effect the Unit Purchase, FTB and FTPS Partners shall sell to Vantiv, and Vantiv shall purchase from FTB and FTPS Partners (in each case, conditional upon the exercise by the underwriters of their option to purchase from Vantiv additional shares of New Class A Common Stock to cover over-allotments) an aggregate number of Holding Class B Units equal to the number of shares of New Class A Common Stock to be sold by the Existing Stockholders pursuant to the exercise by the underwriters of such option, which sale by FTB and FTPS Partners shall be made pursuant to, and in accordance with, Section 2.4(b) of the Exchange Agreement. The price per unit shall be the price per share at which the Class A common stock is sold to the public less the underwriting discount, which price shall be set forth on Schedule 1 hereto (promptly following the time at which such price is determined), to be paid by Vantiv to FTB by wire transfer of immediately available funds at the IPO Closing Time to an account designated in writing to Vantiv.
Unit Purchase. 2.1 Subject to the terms and conditions set forth herein, Australis hereby subscribes for and agrees to purchase from BaM, and BaM hereby accepts the subscription and agrees to issue and sell to Australis, 16,000,000 Units at a price of $0.40 per Unit for an aggregate purchase price of $6,400,000 (the “Unit Purchase Price”), in accordance with the following:
Unit Purchase. The undersigned (“Purchaser”) irrevocably subscribes for and agrees to purchase from AntriaBio, Inc., a Delaware corporation (“Antria” or the “Company”), that number of Class A Units (“Class A Units”) and/or (ii) Class B Units, if applicable, (the “Class B Units” together with the Class A Units, the “Units”)set out in the “SUBSCRIPTION AND PURCHASER INFORMATION” at a price of $1.10 per Unit (the “Purchase Price”). Each Class A Unit consists of one share of common stock (each a “Common Share”) and one-half of one warrant (each whole warrant, a “Warrant”). Eligible Purchasers of the Class B Units are those Purchasers that invest at least $50,000 in this Offering and have participated in a prior Company offering during the Period (as defined herein) and either, (i) invested at least $200,000 in a prior Company offering during the Period (as defined herein), or (ii) invest at least 25% of the amount such Purchaser invested in a prior Company offering during the Period in this Offering. Each Class B Unit consists of one Common Share and one Warrant. The Units, the Common Shares and the Warrants are collectively referred to herein as the “Offered Securities”). All figures are in United States Dollars unless otherwise specified. Such Purchase is subject to the following terms and conditions:
Unit Purchase. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, (i) Crompton agrees to sell to Purchaser, and the Purchaser shall purchase from Crompton, the Crompton Interest, free and clear of all Liens, (ii) each of the Management Members agrees to sell to Purchaser, and the Purchaser shall purchase from the Management Members, the Management Members’ Interest, free and clear of all Liens and (iii) each of the Carryholders agrees to receive payment hereunder in full satisfaction of such Carryholder’s rights to its Carried Interest, all in accordance with numbers and amounts set forth on Schedule 4.5, with respect to the Crompton and Management Members, and Schedule 1.1 with respect to the Carryholders.
Unit Purchase. Upon the terms and conditions of this Agreement, at the Closing, the Unitholders shall sell to Buyer, and Buyer shall purchase from the Unitholders all of the outstanding Units, free and clear of all Liens. Effective of the Closing, each Unitholder hereby assigns and transfers to Buyer all of such Unitholder’s Units, and consents to the admission of Buyer as a member of the Company with respect to such Units.
Unit Purchase. At the Closing, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL and the CCAA, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, and deliver to the Purchaser, 100% of the issued and outstanding Company Membership Interests in exchange for the Purchase Consideration.
Unit Purchase. 6 2.2 Purchase Price for Acquired Units.............................. 6 2.3
