Unit Purchase Agreement Sample Clauses
A Unit Purchase Agreement is a legal contract that outlines the terms and conditions under which one party agrees to purchase ownership units, such as shares or membership interests, from another party. This agreement typically specifies the number of units being sold, the purchase price, payment terms, and any representations or warranties made by the parties. By clearly defining the rights and obligations of both buyer and seller, the Unit Purchase Agreement ensures a transparent and enforceable transfer of ownership, reducing the risk of disputes and misunderstandings.
Unit Purchase Agreement. The Company has entered into a unit purchase agreement (the “Underwriter Unit Purchase Agreement”) with the Underwriters, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Underwriter have agreed, among other things, to purchase on the Closing Date and Option Closing Date, as applicable, the Private Underwriter Units.
Unit Purchase Agreement. The Sponsor has executed and delivered a unit purchase agreement, the form of which is filed as an exhibit to the Registration Statement (the “Sponsor Unit Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units as provided for in the Sponsor Unit Purchase Agreement. Pursuant to the Sponsor Unit Purchase Agreement (i) the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Securities, and (ii) the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Unit Purchase Agreement.
Unit Purchase Agreement. Receipt by the Lender of a Preferred Series C Unit Purchase Agreement among GWG, Holdings (as defined in this Agreement as in effect on the Second Amendment and Restatement Date) and Parent.
Unit Purchase Agreement. Receipt by the Lender of a Preferred Series C Unit Purchase Agreement among GWG, Holdings and Parent.
Unit Purchase Agreement. Certain of the Company’s officers and directors and their respective designees, have executed and delivered an agreement, annexed as an exhibit to the Registration Statement (the “Amended and Restated Unit Purchase Agreement”), pursuant to which such persons, among other things, have purchased an aggregate of up to 254,500 Placement Units (or 280,750 Placement Units if the Over-allotment Option is exercised in full) in the Private Placement. Pursuant to the Amended and Restated Unit Purchase Agreement all of the proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Closing.
Unit Purchase Agreement. The "Unit Purchase Agreement" shall mean the Unit Purchase Agreement dated August 24, 1996 by and between Interline Hydrocarbon Inc. and Transpacific Industries Pty Ltd ("Transpacific") for the Initial Unit. Transpacific may assign the Unit Purchase Agreement to a company who is a Sublicensee under this License Agreement. Other purchase agreements for the purchase of other Units from Interline may be entered into by Licensee, Transpacific or other Sublicensees.
Unit Purchase Agreement. (a) H&F covenants and agrees not to, prior to the Effective Time, cause any of its shares of Class B Common Stock of the Company or Units of EBS Master LLC to be exchanged for shares of Class A Common Stock of the Company.
(b) Parent and H&F (solely with respect to Section 2.15(b)(iv)) shall, at the Effective Time, cause the following actions to occur as set forth below:
(i) Parent covenants and agrees to cause EBS HoldCo II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Surviving Corporation (“Holdco II”), to deliver a duly and validly executed Unit Purchase Agreement, the form of which is attached hereto as Schedule E (the “Unit Purchase Agreement”), to each of the other parties thereto;
(ii) substantially simultaneously with the foregoing clause (i), Parent covenants and agrees to deliver to the Surviving Corporation such number of shares of common stock of Parent contemplated in the Unit Purchase Agreement (such shares, the “Parent Share Consideration”);
(iii) substantially simultaneously with the foregoing clauses (i) and (ii), Parent covenants and agrees to cause the Surviving Corporation to contribute to Holdco II, the Parent Share Consideration and cause Holdco II to borrow or contribute to Holdco II cash proceeds in an aggregate amount equal to the cash proceeds contemplated in the Unit Purchase Agreement (such cash, the “Cash Consideration”); and
(iv) immediately thereafter, Parent covenants and agrees to cause Holdco II to purchase, and H&F covenants and agrees to sell, the Units contemplated to be sold to Holdco II pursuant to the Unit Purchase Agreement by H&F for the Parent Share Consideration and the Cash Consideration, and immediately consummate the transactions contemplated by the Unit Purchase Agreement.
(c) It is understood that H&F has requested that its counterparty to the Unit Purchase Agreement be Holdco II. Parent and H&F agree that the purchase and sale of the Units as contemplated by the Unit Purchase Agreement shall be treated as a taxable Exchange (as defined in the Tax Receivable Agreements) resulting in a Basis Adjustment (as defined in the Tax Receivable Agreements), in each case, pursuant to and under the Tax Receivable Agreements. Parent covenants and agrees to cause the Surviving Corporation to deliver to H&F at the Effective Time a duly executed written agreement (in such form as may be reasonably acceptable to H&F), pursuant to which, the Surviving Corporation agrees and confirms, as to itse...
Unit Purchase Agreement. The (i) Sponsor has executed and delivered a unit purchase agreement, the form of which is filed as an exhibit to the Registration Statement (the “Sponsor Unit Purchase Agreement”), and (ii) Representative has executed and delivered a unit purchase agreement, the form of which is filed as an exhibit to the Registration Statement (the “Representative Unit Purchase Agreement”), pursuant to which the Sponsor and the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units as provided for in their respective unit purchase agreement. Pursuant to the Sponsor Unit Purchase Agreement and the Representative Unit Purchase Agreement, respectively, (i) each of the Sponsor and the Representative has waived any and all rights and claims each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Securities, and (ii) the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Sponsor Unit Purchase Agreement and the Representative Unit Purchase Agreement.
Unit Purchase Agreement. The term “Unit Purchase Agreement” shall have the meaning set forth in the preface. 1.40.
Unit Purchase Agreement. This Note is being executed and delivered pursuant to that certain Unit Purchase Agreement (the “Purchase Agreement”), dated August 6, 2014, by and among the Maker, the Payee and the other parties named therein. This Note constitutes the Purchase Price delivered for [ ] membership units in Residential Mortgage Holding Company, LLC (“RMHC”), which represents [ ] % of the total outstanding membership units in RMHC.