Purchase and Sale of Common Units Clause Samples

The 'Purchase and Sale of Common Units' clause defines the terms under which one party agrees to buy, and another agrees to sell, a specified number of common units in a company or partnership. This clause typically outlines the quantity of units involved, the purchase price, and the timing or conditions of the transaction. By clearly establishing the mechanics of the transfer, it ensures both parties understand their obligations and helps prevent disputes regarding ownership or payment.
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Purchase and Sale of Common Units. (a) Upon the terms and conditions set forth in this Agreement, on the date hereof, subject to and contemporaneously with the closing of the transactions contemplated by the Preferred Securities Purchase Agreement (the “Closing”), each Investor shall purchase from the Company, and the Company shall sell to such Investor, the number of Common Units set forth opposite such Investor’s name on Schedule A attached hereto for the aggregate consideration set forth opposite such Investor’s name on Schedule A attached hereto (the “Purchase Price”). The consideration to be paid by each Investor will consist of cash and/or the contribution to the Company of shares of common stock of Language Line Holdings, Inc. (“OldCo Shares”), as specified for each Investor on Schedule A attached hereto. At the Closing: (i) each Investor that is paying cash as all or part of the consideration for Common Units to be purchased by such Investor will deliver such cash consideration to the Company by a cashier’s or certified check or wire transfer of immediately available funds, or by directing that the amount of such cash consideration be paid to the Company on such Investor’s behalf out of amounts that are otherwise payable to such Investor pursuant to the Merger Agreement, in each case in the aggregate amount of the Purchase Price payable by such Investor in cash, (ii) each Investor that is contributing OldCo Shares as all or part of the consideration for Common Units to be purchased by such Investor will deliver the certificate(s) representing such OldCo Shares, duly endorsed, to the Company or will take such other actions as the Company may request in order to effectuate such contribution, and (iii) the Company will deliver to each Investor evidence of proper recordation in the books and records of the Company of (and, if certificated, certificates for) the Common Units to be purchased by such Investor. (b) The proceeds from the purchase and sale of Common Units pursuant to Section 1(a) above shall be used by the Company to finance in part the transactions contemplated by the Agreement and Plan of Merger and to pay related fees and expenses. (c) In connection with the purchase and sale of Common Units under this Agreement, each Investor, with respect to himself or itself only, represents and warrants to the Company as of the date hereof that the following statements are true and correct: (i) The Common Units to be acquired by such Investor pursuant to this Agreement will be acquired...
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Purchase and Sale of Common Units. Upon the terms contained in this Agreement, each Buyer, severally and not jointly, hereby agrees to purchase from Issuer, and Issuer agrees to issue and sell to each Buyer, the number of Common Units set forth below opposite such Buyer's name (such number of Common Units to be purchased by each respective Buyer is referred to as the "Indicated Units"). Each Buyer will pay a purchase price of $18.50 per Common Unit for its Indicated Units resulting in an aggregate purchase price for each Buyer in the amount indicated below.
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Purchase and Sale of Common Units. Upon the terms contained in this Agreement, each Buyer, severally and not jointly, hereby agrees to purchase from Issuer, and Issuer agrees to issue and sell to each Buyer, the number of Common Units set forth below opposite such Buyer’s name (such number of Common Units to be purchased by each respective Buyer is referred to as the “Indicated Units”). Each Buyer will pay a purchase price of $20.00 per Common Unit for its Indicated Units resulting in an aggregate purchase price for each Buyer in the amount indicated below. Alerian Opportunity Partners IX, L.P. 500,000 $ 10,000,000 Bel Air MLP Energy Infrastructure Fund, LP 150,000 $ 3,000,000 Tortoise Capital Resources Corporation 235,000 $ 4,700,000 Tortoise Gas and Oil Corporation 465,000 $ 9,300,000 Dalea Partners, LP 300,000 $ 6,000,000 H▇▇▇▇ Capital MLP, LLC 200,000 $ 4,000,000 ZLP Fund, L.P. 250,000 $ 5,000,000 KED MME Investment Partners, LP 350,000 $ 7,000,000 Eagle Income Appreciation Partners, L.P. 322,500 $ 6,450,000 Eagle Income Appreciation II, L.P. 102,500 $ 2,050,000 Citigroup Financial Products, Inc. 625,000 $ 12,500,000 The Northwestern Mutual Life Insurance Company 250,000 $ 5,000,000 TOTAL 3,750,000 $ 75,000,000 The aggregate purchase price to be paid by each respective Buyer for Common Units (as reflected in Section 2.1) is referred to as the “Indicated Purchase Price.”
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Purchase and Sale of Common Units. 2.1. Purchase and Sale of Common Units 2 2.2. Time and Place of Closing 2 2.3. Conditions to the Closing 3 2.4. Deliveries Upon Execution of this Agreement 4 2.5. Documents and Funds Held in Escrow 5 2.6. Deliveries at Closing 6 3.1. Organization; Qualification 7 3.2. Authority; Enforceability 7 3.3. No Violation; Consents and Approvals 8 3.4. Class A Subordinated Units and Class B Subordinated Units 8 3.5. Material Contracts 8 3.6. Permits 9 3.7. Independent Petroleum Engineer 9 3.8. No Labor Dispute 9 3.9. Employee Benefit Plans 9
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Purchase and Sale of Common Units. (a) Upon execution of this Agreement, each Purchaser will purchase, and the LLC will sell, the number of Common Units set forth next to such Purchaser's name on the Schedule of Purchasers attached hereto at a price of $1.00 per unit. The LLC will deliver to each Purchaser the certificate(s) representing such Common Units (if the Common Units are in certificated form), and each Purchaser will deliver to the LLC a check or wire transfer of immediately available funds in the aggregate amount set forth next to such Purchaser's name on the Schedule of Purchasers attached hereto as payment for such Common Units, and in any event the LLC will clearly reflect on its books and records that each Purchaser is the holder of such Common Units. (b) The Common Units acquired pursuant to Section 8(a) hereof are referred to herein as the "Carried Common Units." (c) Within 30 days after the date hereof, each Purchaser will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (d) In connection with the purchase and sale of the Carried Common Units, each Purchaser hereby makes the representations set forth in Section 3.1(b) of the LLC Agreement.
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Purchase and Sale of Common Units. 1.1 Purchase and Sale of the Purchased Units. Diamondback hereby agrees to purchase up to 7,215,007 Common Units from the Partnership at a price of 27.72 per Common Unit (the “Purchase Price”) upon the following terms and conditions: (a) The Partnership shall notify Diamondback in writing at least five (5) Business Days prior to the closing date of the Acquisition (“Acquisition Closing Date”) of the number of Common Units that the Partnership desires to sell to Diamondback (the “Purchased Units”); (b) If the Partnership gives such notice, then on or before the Acquisition Closing Date Diamondback shall purchase from the Partnership, and the Partnership shall issue and sell to Diamondback, the Purchased Units for amount of cash equal to the number of Purchased Units multiplied by the Purchase Price, which cash shall be provided to the Partnership in immediately available funds or (if so directed by the Partnership) shall be delivered to the Acquisition Sellers on behalf of the Partnership and Viper OpCo to constitute a portion of the Cash Purchase Price; (c) Diamondback hereby understands, acknowledges and agrees that any Purchased Units issued and sold to Diamondback pursuant to this Agreement shall be so issued and sold by the Partnership in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering, and Diamondback further understands, acknowledges and agrees that any such Purchased Units will be deemed to be “restricted securities,” as such term is defined under the Securities Act, and shall be annotated by the following restrictive legend (the “Restrictive Legend”): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THIS SECURITY MAY ONLY BE TRANSFERRED IF THE TRANSFER AGENT FOR THIS SECURITY HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”
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Purchase and Sale of Common Units 
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Related to Purchase and Sale of Common Units

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”). (b) The Purchaser shall purchase the Purchased Shares and pay the Share Purchase Price on the Closing Date, by wire transfer of immediately available funds to an account designated in writing by the Company. The Purchased Shares shall be issued to the Purchaser on Closing by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Company’s transfer agent containing notations of the legends contemplated by this Agreement, together with delivery of an ownership statement to the Purchaser; and (B) the deposit of a certificate evidencing the Purchased Shares to The Canadian Depository for Securities Limited as depository, bearing a restricted CUSIP designation referencing the legends contemplated by this Agreement, for credit to the participant and brokerage account of the Purchaser, as directed by the Purchaser; or (ii) physical delivery of a certificate representing the Purchased Shares registered in the name of the Purchaser or in such other name as the Purchaser shall notify the Company in writing not less than one Business Day prior to the Closing.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • 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, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. 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 $6.00 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.”

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.