Sale and Purchase of Units. Upon the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to the Purchaser at the Closing, and the Purchaser agrees that it shall purchase and accept delivery from the Seller of all of the Units, which Units shall constitute all of the outstanding equity securities (and rights to acquire equity securities) of the Company, free and clear of any Liens.
Sale and Purchase of Units. This Agreement is being executed and delivered in connection with the sale and purchase of up to an aggregate of 62 Units (issuable in one or more tranches) offered by XCL Land and XCL Ltd. to a limited number of qualified investors (the "Offering"). By executing and delivering this Agreement, the Subscriber hereby irrevocably agrees to subscribe for the number of Units, and at the purchase price, which the Subscriber has set forth in Section 13 hereof, subject to the terms and conditions contained in this Agreement. The purchase and sale of the Units listed in Section 13 hereof shall take place at a closing (the "Initial Closing") commencing at 10:00 a.m., Central Daylight Time, on _______________, ____ at the offices of Xxxxxx, Arata, McCollam, Xxxxxxxxx & Xxxxx, L.L.P. or on such other date and at such other time and place as shall be mutually agreed upon by the parties hereto. The date on which the Initial Closing occurs is referred to herein as the "Closing Date". The purchase and sale of such Units shall be subject to the following terms and conditions.
Sale and Purchase of Units. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $0.01
Sale and Purchase of Units. Subject to the terms and conditions hereof, at the Closing, the Company hereby agrees to issue and sell to each Purchaser, severally and not jointly, and each Purchaser agrees to purchase from the Company, severally and not jointly, that number of Units as set forth opposite such Purchaser's name on Exhibit A, as Exhibit A may be amended from time to time, at a Purchase Price of $27,000 per Unit.
Sale and Purchase of Units. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $100 per Unit. The aggregate purchase price for the Units shall be as set forth on the signature page hereto (the "Purchase Price") and shall be payable upon execution hereof by check or wire transfer of immediately available funds.
Sale and Purchase of Units. At the Closing provided for in Section -------------------------- 2.3, the Company will issue and sell to the Purchaser and, subject to the terms and conditions of this Agreement, the Purchaser will purchase from the Company, the Units at the purchase price of $83,333.33 per Unit payable in cash by wire transfer of immediately available funds.
Sale and Purchase of 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 Class I Units of the Company (the “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, at the initial purchase price of $20.00 per Unit, and on subsequent closes at the current net asset value per Unit as set forth in the applicable addendum to this Agreement. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the board of directors of the Company (the “Board”) no later than the date that is two Business Days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Board of its election to void this Subscription Agreement in writing by the date that is two Business Days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. 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, the Subscriber’s obligation to subscribe and pay for the Units shall be unconditional, complete and binding upon the acceptance by the Company of this Subscription Agreement. 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 purchase additional Units on a date after its initial subscription has been accepted, the Subscriber shall be required to execute an addendum to this Subscription Agreement covering such additional investment. The Company was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act on November 30, 2022. MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacit...
Sale and Purchase of Units. Buyer shall pay Seller Two Hundred Thousand Dollars ($200,000) (the “2014 Extension Payment”) by wire transfer in immediately available funds by no later than the fifteenth (15th) day after the date of this Agreement. On the terms and subject to the conditions set forth herein, on the Closing Date, Seller shall sell to Buyer, and Buyer shall purchase from Seller, 1,000 Units, that represent a one hundred percent (100%) ownership interest in the Company, (the “Sale”) for a purchase price of Eleven Million Eight Hundred Thousand Dollars ($11,800,000) (the “Purchase Price”). The Purchase Price, less Three Hundred Fifty Thousand Dollars ($350,000) (the “Credited Amount”) which is to be credited to the Purchase Price in accordance with Section 10 of that certain Non-binding Memorandum of Understanding, dated July 14, 2013, between Parent and Seller, as amended and extended by that certain letter agreement, dated November 30, 2013, between Parent and Seller, and that certain letter agreement, dated December 10, 2013, between Parent and Seller, shall be paid on the Closing Date by Buyer by wire transfer in immediately available funds to the account of Seller designated by Seller at least five (5) Business Days in advance of the Closing
Sale and Purchase of Units. Section 1.1 Sale and Purchase 1 Section 1.2 Closing 1 Section 1.3 Purchase Price Adjustment 2 Section 1.4 Withholding 5 ARTICLE 2
Sale and Purchase of Units. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), Sellers agree to sell to Acquisition Co., and Acquisition Co. agrees to purchase from Sellers, all of the Units, free and clear of any and all Liens, other than Permitted Equity Liens. As used in this Agreement, “
