Purchase of Additional Units Sample Clauses

The "Purchase of Additional Units" clause defines the terms under which a party may acquire more units or shares beyond their initial allocation. Typically, this clause outlines the process for requesting additional units, any pricing mechanisms, and any limitations or conditions that must be met, such as board approval or preemptive rights of existing holders. Its core function is to provide a clear and structured method for increasing ownership, ensuring fairness and transparency in the allocation of additional units, and preventing disputes over future equity distribution.
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Purchase of Additional Units. Under the Distribution Reinvestment Plan, participating Members effectively use amounts otherwise distributable to them to purchase additional Units at a price per Unit so that the Capital Accounts of the Members immediately after the subject distribution and the deemed reinvestment are equal on a per-Unit basis. The Managers will credit Units purchased under the Distribution Reinvestment Plan to the participating Members as of the pertinent distribution date. If a Member revokes a previous election to participate in the Distribution Reinvestment Plan, the Company shall make distributions in cash to the Member instead of reinvesting the distributions in additional Units from and after the effectiveness of the notice.
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Purchase of Additional Units. Under the Plan, participating Members use distributions to purchase additional units or fractional units at $10,000 per whole unit or the then current price for a unit if different from $10,000. The Manager will credit units purchased under the Plan to the Member’s Capital Account as of the first day of the month following the month in which the Reinvested Distribution is made. If a Member revokes a previous election to participate in the Plan, subsequent to the month in which the Company receives the revocation notice, the Company shall make distributions in cash to the Member instead of reinvesting the distributions in additional units.
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Purchase of Additional Units. Under the Plan, participating Members use distributions to purchase additional Units at ten dollars ($10.00) per Unit or such Whole Units and fraction of a Unit that the reinvested distributions will purchase at ten dollars ($10) per unit. The Manager will credit Units purchased under the Plan to the Member's Capital Account as of the first day of the calendar quarter following the calendar quarter in which the Reinvested Distribution is made. If a Member revokes a previous election to participate in the Plan, subsequent to the calendar quarter in which the Company receives the revocation notice, the Company shall make distributions in cash to the Member instead of reinvesting the distributions in additional in Units.
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Purchase of Additional Units. Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase the Additional Units in accordance with this paragraph and agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 1,538,461 Additional Units at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Purchase Price; or (ii) Additional Shares at a price of $5.6064 per Additional Share; or (iii) Additional Warrants at a price of $0.0096 per Additional Warrant; or (iv) Any combination of Additional Units, Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may be issued under the Option does not exceed 1,538,461 Additional Shares and 1,538,461 Additional Warrants. The Option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement, upon written notice (an “Option Exercise Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Exercise Notice. Any Option Exercise Notice shall specify the number of Additional Units, Additional Shares or Additional Warrants to be purchased by the Underwriters and the date on which such Additional Units, Additional Shares or Additional Warrants are to be purchased. On each day, if any, that Additional Units, Additional Shares or Additional Warrants are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Units, Additional Shares or Additional Warrants (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Units, Additional Shares or Additional Warrants to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units.
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Purchase of Additional Units. The purchase price set forth in the Purchase Agreement for the Property was determined based on the development of 106 units. As of the Effective Date, the number of units contemplated in the Purchase Agreement has increased by 9 units, to 115 units. The Developer shall pay an additional $136,002.96 for these additional 9 units at closing, in all events subject to and in accordance with the Purchase Agreement which shall control. The Beacon Development shall be limited to a maximum of 115 multi-family residential units. If the Developer seeks to increase this limit and add additional residential units beyond the 115 units (“Additional Units”), the Developer shall pay an amount equal to $15,111.44 per Additional Unit requested to the City (“Purchase Price for Additional Units”), in all events subject to and in accordance with the Purchase Agreement which shall control. However, the total number of multi-family residential units contained within the Beacon Development shall not exceed 194 units. Developer shall pay the Purchase Price for the Additional Units at the time of issuance of a vertical building permit for the Beacon Development. Payment of the Purchase Price for Additional Units shall be finalized and accepted by the City before any Certificate of Occupancy is issued by the City for the Beacon Development.
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Purchase of Additional Units. 19 ARTICLE 7 INDEMNIFICATION.........................................................20 ii
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Purchase of Additional Units. Prior to the Standstill Expiration Date, the parties subject to the Standstill Agreement (whether directly or by assumption of the obligations of LFG thereunder) (such parties being collectively referred to as the "Standstill Parties") are permitted to purchase up to 25% of the issued and outstanding Units. In the event that less than such amount is tendered pursuant to the Offer (and/or already owned by the Standstill Parties on the Expiration Date), then, prior to the Standstill Expiration Date, AHI and its affiliates will be entitled to purchase up to 41.8% (or, if AHI purchases additional Units from Krescent under the circumstances described under "Purchase of Units" above, then the total percentage of the Units purchased by AHI whether pursuant to the Offer or from Krescent subsequent to the Offer) of any Available Units (as hereinafter defined) and the other Standstill Parties and their respective affiliates, collectively, will be entitled to purchase the balance of any Available Units, in each case, without obtaining the consent of or notifying any other party. "
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Purchase of Additional Units. Ailicec hereby agrees to sell and ---------------------------- deliver to JetFax, and JetFax agrees to purchase 1,000 units of the 8000-D Model, on the request of JetFax, which shall specifically identify that such units will be purchased at $800 per unit, according to the terms and conditions in this Agreement. Ailicec has delivered the first 515 units of the 8000-D Model, which have been paid for by JetFax except for $42,000 owed to Ailicec for units shipped more than 15 days prior to July 26, 1994 (the "Current Debt") and payment for 100 of such units (the "July Units") that will be paid according to Schedule 1 attached hereto. On the next succeeding Business Day (as defined below) after the date that JetFax receives funds from the Bridge Financing or other lender, JetFax shall pay to Ailicec the Current Debt. JetFax will order and pay for and Ailicec will ship to JetFax the number of units set forth on Schedule 1 hereto substantially according to the shipping and payment schedule set forth on such Schedule; provided that (a) for each Business Day that shipment of such units (identified on the Schedule by code 5) is delayed, JetFax may delay its payments called for on that Schedule for such delayed units (identified by code 7) by one Business Day; and (b) for each Business Day that receipt of any of the amounts indicated on such Schedule (including payment for units shipped previously and the reduction in the Unpaid Amount by $300 per unit as set forth in Section 3 for the 485 units delivered after the date of this Agreement and the 100 July Units, the payment for reduction of the Unpaid Amount as provided in Section 4 below and any additional amounts required by such Schedule) is delayed from the date originally scheduled (identified by code 8), Ailicec may delay the shipment of subsequent units (identified by code 5) by one Business Day; provided that with respect to units not in Ailicec's inventory for -------- which Ailicec must remit payment to Ailicec's supplier prior to shipment to Ailicec, Ailicec may delay the shipment of such units (with a corresponding adjustment to the Schedule) until funds identified by Code 1 are received from JetFax so that Ailicec can issue the appropriate remuneration or letter of credit to such supplier in order to release such units, as set forth in such Schedule. The parties understand that Schedule 1 may be further adjusted for events of force majeure as described Section 10 of the Manufacturing Agreement. The parti...
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Purchase of Additional Units. The Purchaser hereby covenants and agrees that it will not, independently or as a member of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act), purchase any Units (or securities convertible into Units) that, in the aggregate with (i) all other Units held by the Purchaser at the time of such proposed purchase, and (ii) the number of Units into which the NHC Notes held by the Purchaser are convertible at the time of such proposed purchase represent a number of Units in excess of 23.2606249% of the total Units (on a fully-diluted basis) outstanding at the time of such proposed purchase.
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Related to Purchase of Additional Units

  • Issuance of Additional Units (i) After the Effective Date, the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor. (iv) At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.

  • Delivery and Payment of Additional Shares Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.

  • Issuance of Additional Shares, ADSs etc The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of English counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of England and Wales and (2) all requisite regulatory consents and approvals have been obtained in England and Wales. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

  • Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

  • Authorization and Issuance of Additional Units (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.