Agreements to Sell and Purchase Clause Example with 11 Variations from Business Contracts
This page contains Agreements to Sell and Purchase clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), the number of Fi...rm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Variations of a "Agreements to Sell and Purchase" Clause from Business Contracts
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership The Company hereby agrees to issue and sell an aggregate of 3,000,000 Firm Units to the Underwriters. Upon several Underwriters, and each Underwriter, upon the basis of the representations, representations and warranties and agreements of the Partnership Parties herein contained and contained, but subject to all the terms and conditions set forth herein, each Underwriter hereinafter stated, agrees, severally and not jointly, to purc...hase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), Company the number respective numbers of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership hereby also hereto opposite its name at $48.575 per Unit (the "Purchase Price"). On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the Company agrees to sell to the Underwriters, and, upon Underwriters the basis of the representations, warranties Additional Units, and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership purchase, severally and not jointly, up to 450,000 1,500,000 Additional Units at the purchase price per Unit for Purchase Price. The Managers may exercise this right on 13 behalf of the Firm Units, less an amount per Common Unit equal Underwriters in whole or from time to any cash distribution payable time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Partnership Underwriters and the date on the Firm Units but only to the extent that which such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, purchased. Each purchase date must be at least two business day after the written notice is given and may not be earlier than the closing date for the Firm Units nor later than seven business days after the date of such notice. Additional Units may be purchased as provided in Section [ ] hereof solely for the purpose of covering over-allotment sales of securities in excess of the number of the Firm Units. On each Underwriter, day, if any, that Additional Units are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments to eliminate fractional securities as you the Managers may determine to avoid fractional units) determine) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. 2.1. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 the Firm Units to the Underwriters. Upon the basis of the representations, warranties warranties, covenants and agreements of the Partnership TXO Parties herein contained in Sections 1.1.1 and 4.1 hereof and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of...$17.9075 $18.75 per Unit (the "purchase price per "Purchase Price Per Unit"), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The hereto, subject to such adjustments among the Underwriters as the Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional shares. 2.2. Upon the terms and conditions set forth herein, the Partnership hereby also agrees to issue and sell the Additional Units to the Underwriters, and, upon Underwriters. Upon the basis of the representations, warranties warranties, covenants and agreements of the Partnership TXO Parties herein contained in Sections 1.1.1 and 4.1 hereof and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 thirty (30) days from the date of the Prospectus to purchase from the Partnership up to 450,000 in whole or in part the Additional Units at the purchase price per Unit Purchase Price Per Unit. The Additional Units may be purchased solely for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by purpose of covering over-allotments, if any, made in connection with the Partnership on offering of the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you the Representatives in its sole discretion may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 thirty (30) days after the date of this Agreement. 2.3. It is understood that 500,000 Firm Units (the "Directed Units") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") to directors, officers or employees of the Current General Partner and its affiliates and persons having relationships with the Partnership and its affiliates who have heretofore delivered to Raymond James offers or indications of interest to purchase Directed Units (such persons, "Directed Unit Offerees") in form satisfactory to Raymond James (such program, the "Directed Unit Program") and that any allocation of such Directed Units among such persons will be made in accordance with timely directions received by Raymond James from the Partnership; provided that under no circumstances will Raymond James or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program before the Common Units begin trading in the market after pricing of the offering contemplated hereby or that otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 [ ] Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Kimbell Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 $[ ] per Unit (the "purchase price per Unit"),... the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Kimbell Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 [ ] Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. The Additional Units may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement. Any Additional Units not purchased by the Underwriters shall be delivered to the Contributing Parties in accordance with the terms of the Contribution Agreement. It is understood that approximately [ ] Firm Units (the "Directed Units") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") to directors, officers or employees of the General Partner and its affiliates and persons having relationships with the Partnership and its affiliates who have heretofore delivered to Raymond James offers or indications of interest to purchase Firm Units (such persons, "Directed Unit Offerees") in form satisfactory to Raymond James (such program, the "Directed Unit Program") and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Raymond James from the Partnership; provided that under no circumstances will Raymond James or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by [ ] p.m., New York City time, on the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 5,000,000 Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Kimbell Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 $16.875 per Unit (the "purchase price pe...r Unit"), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. 4 The Partnership hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Kimbell Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 750,000 Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. The Additional Units may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement. Any Additional Units not purchased by the Underwriters shall be delivered to the Contributing Parties in accordance with the terms of the Contribution Agreement. It is understood that approximately 500,000 Firm Units (the "Directed Units") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") to directors, officers or employees of the General Partner and its affiliates and persons having relationships with the Partnership and its affiliates who have heretofore delivered to Raymond James offers or indications of interest to purchase Firm Units (such persons, "Directed Unit Offerees") in form satisfactory to Raymond James (such program, the "Directed Unit Program") and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by Raymond James from the Partnership; provided that under no circumstances will Raymond James or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 12:00 p.m., New York City time, on the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the The Partnership hereby agrees to issue and sell an aggregate of 3,000,000 the Firm Units to the Underwriters. Upon several Underwriters at a purchase price of $24.2125 per Series B Preferred Unit (the "Purchase Price"), and each Underwriter, upon the basis of the representations, representations and 17 warranties and agreements of the Partnership Parties herein contained and contained, but subject to all the terms and conditions herein set fort...h herein, each Underwriter forth, agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), the Purchase Price the number of Firm Units set forth opposite the such Underwriter's name of such Underwriter set forth in Schedule I hereto. The Moreover, the Partnership hereby also agrees to issue and sell up to 240,000 Additional Units to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 Additional Units at the purchase price per Unit for the Firm Units, Purchase Price, less an amount per Common Series B Preferred Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units, and the Underwriters, upon the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the Additional Units at the Purchase Price, less an amount per share equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Partnership not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Additional Units are to be purchased, purchased. Each purchase date of Additional Units must be at least one business day after the written notice is given to the Partnership and may not be earlier than the Closing Date or later than ten business days after the date of such notice. On each Underwriter, day, if any, that Additional Units are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter's name bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the The Partnership hereby agrees to issue and sell an aggregate of 3,000,000 the Firm Units to the Underwriters. Upon several Underwriters at a purchase price of $24.2125 per Preferred Unit (the "Purchase Price"), and each Underwriter, upon the basis of the representations, representations and warranties and agreements of the Partnership Parties herein contained and contained, but subject to all the terms and conditions herein set forth herein, ea...ch Underwriter forth, agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), the Purchase Price the number of Firm Units set forth opposite the such Underwriter's name of such Underwriter set forth in Schedule I hereto. The Moreover, the Partnership hereby also agrees to issue and sell up to 120,000 Additional Units to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 Additional Units at the purchase price per Unit for the Firm Units, Purchase Price, less an amount per Common Preferred Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units, and the Underwriters, upon the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the Additional Units at the Purchase Price, less an amount per share equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Partnership not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Additional Units are to be purchased, purchased. Each purchase date of Additional Units must be at least one business day after the written notice is given to the Partnership and may not be earlier than the Closing Date or later than ten business days after the date of such notice. On each Underwriter, day, if any, that Additional Units are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter's name bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the The Partnership hereby agrees to issue and sell an aggregate of 3,000,000 the Firm Units to the Underwriters. Upon several Underwriters at a purchase price of $15.52575 19 per Common Unit (the "Purchase Price"), and each Underwriter, upon the basis of the representations, representations and warranties and agreements of the Partnership Parties herein contained and contained, but subject to all the terms and conditions herein set forth herein, e...ach Underwriter forth, agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), the Purchase Price the number of Firm Units set forth opposite the such Underwriter's name of such Underwriter set forth in Schedule I hereto. The Moreover, the Partnership hereby also agrees to issue and sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 Additional Units to the Underwriters at the purchase price per Unit for the Firm Units, Purchase Price, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units, and the Underwriters, upon the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the Additional Units at the Purchase Price, less an amount per unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Partnership not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Additional Units are to be purchased, purchased. Each purchase date of Additional Units must be at least one business day after the written notice is given to the Partnership and may not be earlier than the Closing Date or later than ten business days after the date of such notice. On each Underwriter, day, if any, that Additional Units are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter's name bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the The Partnership hereby agrees to issue and sell an aggregate of 3,000,000 the Firm Units to the Underwriters. Upon several Underwriters at a purchase price of $24.00 per Convertible Unit (the "Purchase Price"), and each Underwriter, upon the basis of the representations, representations and warranties and agreements of the Partnership Parties herein contained and contained, but subject to all the terms and conditions herein set forth herein, ea...ch Underwriter forth, agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), the Purchase Price the number of Firm Units set forth opposite the such Underwriter's name of such Underwriter set forth in Schedule I hereto. The Moreover, the Partnership hereby also agrees to issue and sell up to 300,000 Additional Units to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 Additional Units at the purchase price per Unit for the Firm Units, Purchase Price, less an amount per Common Convertible Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units, and the Underwriters, upon the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the Additional Units at the Purchase Price, less an amount per unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Partnership not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Additional Units are to be purchased, purchased. Each purchase date of Additional Units must be at least one business day after the written notice is given to the Partnership and may not be earlier than the Closing Date or later than ten business days after the date of such notice. On each Underwriter, day, if any, that Additional Units are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto opposite such Underwriter's name bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 5,000,000 Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 $14.8025 per Unit (the "purchase price per Unit"...), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership In addition, the Selling Unitholders hereby also agrees agree, severally and not jointly and as to the extent indicated in Schedule VII hereto, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties and the Selling Unitholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for at any time within 30 days from the date of the Prospectus this Agreement to purchase from the Partnership Selling Unitholders up to 450,000 750,000 Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may 3 determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter Underwriters as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option Any such election to purchase Additional Units may shall be exercised made in whole or proportion to the maximum number of Additional Units agreed to be sold by each Selling Unitholder as set forth in part at any time within 30 days after the date of this Agreement. Schedule VII hereto. View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 3,750,000 Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 $13.37 per Unit (the "purchase price per Unit"),... the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for at any time within 30 days from the date of the Prospectus this Agreement to purchase from the Partnership Partnership, up to 450,000 562,500 Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter Underwriters as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement. 3. Terms of Public Offering. The Partnership has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Units as soon after this Agreement has become effective as in your judgment is advisable and initially to offer the Units upon the terms set forth in the Prospectus. Not later than 12:00 p.m., New York City time, on the second business day following the date the Units are released by the Underwriters for sale to the public, the Partnership shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request. View More
