Issuance and Sale of Units Clause Samples

Issuance and Sale of Units. The Fund is authorized to issue an unlimited number of Units. The General Partner is authorized to admit as Limited Partners, in compliance with applicable law, any person and may issue Units to such Limited Partners. In connection with the Fund’s offering of Units, the General Partner, on behalf of the Fund, shall: (i) qualify Units for sale initially and on a continuing basis under the Blue Sky and securities laws of such states of the United States or other jurisdictions as the General Partner shall deem advisable; (ii) make such arrangements for the offering and sale of Units as it shall deem appropriate; and (iii) take such action with respect to the matters described in clauses (i) and (ii) as it shall deem advisable or necessary. The General Partner in its discretion may, from time to time, without vote of the Limited Partners, issue Units, in addition to the then issued and outstanding Units, to such party or parties at the then current net asset value of such Units in connection with the business of the Fund. In connection with any issuance of Units, the General Partner may issue fractional Units.

Issuance and Sale of Units. The Company agrees that, in its sole discretion and from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through M▇▇▇▇▇ T▇▇▇▇, acting as agent and/or principal, up to one million units (the “Units”) of the Company's common units representing limited partnership interests of the Company (the “Common Units”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Units issued and sold under this Agreement shall be the sole responsibility of the Company, and M▇▇▇▇▇ T▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of Units through M▇▇▇▇▇ T▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-168942), including a base prospectus, relating to certain securities, including the Units to be issued and sold from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Units (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished to M▇▇▇▇▇ T▇▇▇▇, for use by M▇▇▇▇▇ T▇▇▇▇, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Units. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospe...

Issuance and Sale of Units. Subject to the terms and conditions of this Agreement, the Investors severally and not jointly agree to purchase in one or more Closings (as defined below), and the Company agrees to issue and sell to the Investors, the amount of Units set forth opposite each Investor’s name on the Signature Page hereto (sometimes collectively referred to herein as the “Securities”) at a purchase price of Fifty Thousand Dollars ($50,000) per Unit, for an aggregate purchase price of a minimum of Ten Million ($10,000,000) Dollars (the “Minimum Amount”) and up to a maximum of Fifteen Million ($15,000,000) Dollars plus up to an aggregate of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) to cover over-allotments, if any, of Units (such aggregate purchase price, the “Offering Amount”). The Closing of the initial purchase and sale of Units to the investors listed on the Schedule of Investors, attached hereto, which shall be for at least the Minimum Amount, will occur at the “Initial Closing.” After the Initial Closing, the Company may sell at one or more additional closings (each, an “Additional Closing” and together with the Initial Closing, the “Closings”), on the same terms and conditions as those contained in this Agreement, additional Units up to the Offering Amount, to one or more investors (“Additional Investors”), provided that each Additional Purchaser, to the extent not a party hereto, shall become a party to this Agreement as an “Investor” by signing a joinder to this Agreement in form and substance acceptable to the Company (a “Joinder”) and shall become a party to the Registration Rights Agreement, by executing and delivering a joinder as provided therein.

Issuance and Sale of Units. At the Closing (as defined in Section 1.3) the Company will issue and sell to the Purchaser, and the Purchaser will purchase, 1,067,293 Units for the aggregate purchase price as follows (the “Purchase Price”): (a) $4,073,165.76 in cash in immediately available funds (the “Closing Cash”) (inclusive of the Exclusivity Advance, which amount will be credited against the Purchaser’s obligation to pay the Closing Cash); and (b) 419,112 shares of Heska Corporation Common Stock, $0.01 par value per Share (the “Heska Shares”).

Issuance and Sale of Units. Upon the terms and subject to the conditions set forth herein, the Company hereby issues and sells to ATCHI, and ATCHI hereby purchases from the Company, 223,602 Class A Units (the "Purchase Units") for an aggregate cash purchase price of $19,378,881.99 (the "Purchase Price"). The aggregate Class A Units and Membership Interest of LTM and ATCHI

Issuance and Sale of Units. Upon the terms and subject to the conditions of this Agreement, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, at a purchase price, in lawful money of the United States, of $1.25 per Unit, 1,200,000 Units set forth opposite the Purchaser's name on the signature page hereof for the aggregate purchase price set forth thereon (the "PURCHASE PRICE"). The Purchaser shall specify on the signature page hereof the address for any notices given hereunder. The offer and sale of the Units are being effected in accordance with and in reliance on the provisions of Regulation D under the United States Securities Act of 1933, as amended (the "ACT") and subsections 35(1)5 and 72(1)(d) of the Ontario Securities Act. The Units will be sold in two tranches of $750,000 each. The first tranche will be funded on the Closing Date (as defined below) and the second tranche will be funded upon the second business day after the date (the "Additional Closing Date") the registration statement is declared effective (the "Registration Effective Date"). The second tranche will be subject to the following conditions, which may be waived by the Purchaser in its sole and absolute discretion (1) the daily trading value for the previous 20 days ending on the day prior to the Registration Effective Date is at least $30,000 and (2) the closing bid price has been at least $0.88 for each of the five previous trading days ending on the day prior to the Registration Effective Date.

Issuance and Sale of Units. Subject to the terms and conditions hereof, IMMERSION will issue and sell to the Purchaser, and the Purchaser will purchase from IMMERSION, 1,000 Class 1 Units and 98,999 Class 2 Units of IMMERSION (the "Units"). In consideration of IMMERSION's issuance of the Units, and as a contribution to the capital of IMMERSION, the Purchaser hereby assigns, transfers, and conveys to IMMERSION (the "Conveyance") all of its right, title, and interest in and to the property described on EXHIBIT A hereto (the "Property"), including the right to sue ▇▇▇ recover for future infringements, all pending or future divisional, renewal, substitute, continuation and convention applications based in whole or in part upon the Property, all reissues and extensions of forms of protection granted related to the Property and every priority right that is or may be predicated upon or arise from the Property. The Conveyance shall be subject to IMMERSION's license of patent continuation applications to the Purchaser pursuant to the terms and conditions of the Patent License Agreement dated effective as of July 1, 1997 the ("Patent License Agreement). The IMMERSION agrees that it shall not supplement, amend, alter or otherwise modify the four (4) continuation patent applications included within the Conveyance and described on EXHIBIT A to add or include any claims relating to the Force Feedback Field of Use as defined in the Patent License Agreement.

Issuance and Sale of Units. The Corporation agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent to purchasers (the “Purchasers”) in the Qualifying Jurisdictions (as defined herein), units of the Corporation (the “Units”) having an aggregate sales price of up to C$1,500,000 (the “Offering”). Each Unit shall be comprised of one common share (a “Share”) of the Corporation and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one additional Share (a “Warrant Share”) at a price to be determined by the Corporation and the Agent for a period of 24 months from issuance. The Units will be sold on the terms set forth herein at such times and in such amounts as the Corporation and the Agent shall agree from time to time. The issuance and sale of the Units through the Agent will be qualified pursuant to the Prospectus filed by the Corporation.

Issuance and Sale of Units. Subject to the terms and conditions of this Agreement, the Investors agree to purchase at the Initial Closing (as hereafter defined), and the Company agrees to issue and sell to the Investors at the Initial Closing, the amount of Units set forth opposite each Investor's name on the Signature Page hereto, at a per-Unit purchase price of $0.25 ("Purchase Price").