Purchase of Class B Units Sample Clauses

The 'Purchase of Class B Units' clause defines the terms under which an individual or entity can acquire Class B units in a company or investment vehicle. Typically, this clause outlines the eligibility criteria for purchasers, the process for subscribing to or buying the units, and any conditions or restrictions on such purchases, such as minimum investment amounts or approval requirements. Its core function is to establish a clear and orderly process for the issuance and acquisition of Class B units, ensuring both the company and investors understand the rules governing these transactions and reducing the risk of disputes or misunderstandings.
Purchase of Class B Units. The completion of the Offering is contingent upon the purchase by Broin Investments II, LLC, of the 200 Class B Capital Units specified in the preceding paragraph. Upon the execution of a subscription agreement for Class B Capital Units, Broin Investments II, LLC, must submit (i) 10% of the total purchase price of its subscription amount ($100,000.00) to the Company, which amount shall be deposited into the Company’s Escrow Account for the Offering and (ii) an executed promissory note in the amount of the remaining 90% balance of its subscription amount ($900,000.00). Payment of amounts due under Broin Investment’s promissory note for its Class B Capital Units shall be subject to the last call of the Board of Managers, only after call has been made for all outstanding Committed Capital of Class A and Class C Members. Committed Capital due under Broin Investments II, LLC’s promissory note for its Class B Capital Units must be contributed within 30 days from the date of call. In the event of Broin Investment’s failure to contribute its Capital Commitment when due, the Company shall have the right to redeem Broin Investment’s Class B Capital Units as provided in Section 4.3, in addition to any remedies otherwise provided by law.
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Purchase of Class B Units. (a) On the terms and subject to the conditions set forth herein, at the Closing (as defined below), (i) (A) Holding will purchase (and then cancel) 19,790,000 Class A Units of Holding (“Class A Units”) from the Corporation at a per unit purchase price equal to the Per Share Purchase Price (as defined below) (such transaction, the “Funding Transaction”), (ii) at substantially the same time as but immediately following the Funding Transaction, pursuant to Section 2.1(a) of the Exchange Agreement, (A) Fifth Third will surrender to Holding the Exchange Units in exchange for the issuance by the Corporation of the Purchase Shares to Fifth Third whereupon, (B) the Exchange Shares will be automatically cancelled without any action on the part of any person and the Exchange Units will be automatically converted into 19,790,000 Class A Units held by the Corporation, and (iii) at substantially the same time as but immediately following the transactions described in clause (ii) of this Section 1.1(a), (A) the Corporation shall purchase from Fifth Third, and Fifth Third shall sell to the Corporation, the Purchase Shares, at a per share purchase price for each Purchase Share equal to $64.04 (the “Per Share Purchase Price”) whereupon (B) the Purchased Shares shall be immediately cancelled by the Corporation. The parties hereby acknowledge and agree that at the conclusion of the redemptions and purchases described in this Section 1.1(a), the total number of outstanding Class A Units will equal the total number of outstanding shares of the Corporation’s Class A Common Stock.
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Purchase of Class B Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and jointly, to DG Acquisition LLC, a limited liability company owned by the shareholders of the Company ("DGA"), an aggregate of 125,000 of the Company's Class B units ("CLASS B UNITS"), at a purchase price (net of discounts and commissions) of $8.00 per Class B Unit. Each Class B Unit shall consist of one share of the Company's Class B common stock, par value $.0001 per share ("CLASS B COMMON STOCK"), and a redeemable five-year warrant to purchase one share of the Company's Class B Common Stock (the "CLASS B WARRANT(S)"); provided, that upon the consummation of a Business Combination, the Class B Warrants will become exercisable for Class A Warrants instead of Class B Warrants.
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Purchase of Class B Units. Platinum shall have acquired all of the issued and outstanding Class B Units of Platinum and each Platinum Subs on or prior to the Closing Date, and there shall be no claims, pending or threatened, related to such acquisition. The purchase agreement for each Class B Unit holder shall be in the form attached as Exhibit B.
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Purchase of Class B Units. 12.1 Put Right Upon Certain Events 12.2 Call Right Upon Certain Events 12.3 Termination of Class A Units 13.1 Notice of Certain Sales 13.2 Co-Sale Obligations and Rights 13.3 Delivery of Documents to Effectuate Transfer 13.4 Consummation of Transfer 13.5 Exempt Transfers 13.6 Termination of Rights Conferred in this Article 13
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Purchase of Class B Units. The Company agrees with ADM (as the holder of the Class B Units) that, on or before August 1, 2001, it will present for approval of the Class A Members pursuant
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Related to Purchase of Class B Units

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Abingdon Futures Fund L.P. (the “Partnership”) as indicated on page B-7 hereof and as described in the Private Placement Offering Memorandum and Disclosure Document dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”). I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. Simultaneous with my delivery of this subscription agreement to Credit Suisse Securities (USA) LLC (the “Placement Agent”), I will either (a) complete and deliver to the Placement Agent the letter in the form attached hereto as Exhibit II, to authorize the Placement Agent to transfer by wire from my brokerage account with the Placement Agent, to the Partnership, monies sufficient to purchase the Units for which I am subscribing, or (b) deliver a check to the Placement Agent payable to the Partnership in an amount sufficient to purchase the Units for which I am subscribing for delivery by the Placement Agent to the General Partner. I understand that all capitalized terms used in this subscription agreement (“Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.