Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, (a) Seller will sell, assign, transfer, convey and deliver to Buyer’s Designated Affiliate, and (b) Buyer will purchase on behalf of Buyer’s Designated Affiliate, and Buyer’s Designated Affiliate will accept from Seller, the Membership Interests, free and clear of all Liens, other than any restrictions on transfer under applicable securities Laws.
Purchase and Sale of the Membership Interests. (a) At the Closing (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement, Sellers agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Sellers, the Membership Interests free and clear of all Liens.
Purchase and Sale of the Membership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Buyer will purchase from RGHI, and RGHI will sell to the Buyer, three hundred forty-nine and six/tenths (349.6) Voting Membership Interests, for cash equal to the Per Share Amount for each Voting Membership Interest. "
Purchase and Sale of the Membership Interests. At the Closing, the Seller will sell, convey, transfer and deliver to the Purchaser, and the Purchaser will purchase and receive from the Seller all Membership Interest in the Company owned by the Seller as of the Closing, which Membership Interests shall represent all of the issued and outstanding membership interests in the Company as of Closing.
Purchase and Sale of the Membership Interests. Upon and subject to the terms and conditions of this Agreement, and following the assignment by LCP of its rights under the Option to Buyer as contemplated by Section 1.2, at the Closing, Seller will sell, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than such Encumbrances relating to restrictions on transfer expressly contained in the A&R Company LLC Agreement), and Buyer will purchase and acquire from Seller, the Offered Membership Interest.
Purchase and Sale of the Membership Interests. On the terms and subject to the conditions contained in this Agreement, at the Closing, the Seller shall transfer, assign and deliver to the Buyer in consideration of the Credit Bid Notes, and the Buyer shall accept from the Seller, free and clear of any and all Encumbrances (other than Encumbrances that arise by action of or with respect to the Buyer), all of the Seller’s right, title and interest in and to the Membership Interests for the consideration described in Section 2.2.
Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall purchase the Membership Interests from Seller, and Seller shall sell, assign, transfer, convey and deliver the Membership Interests to Purchaser, free and clear of all Liens, for the consideration specified in Section 2.2.
Purchase and Sale of the Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign, set over and deliver all of the Membership Interests to Buyer, and Buyer agrees to purchase the Membership Interests.
Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver the Membership Interests to the Buyer and the Buyer shall purchase the Membership Interests from the Seller, for the consideration specified below in this Article II.
Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver the Transferred Interests to the Buyer, free and clear of all Encumbrances, and the Buyer, in reliance on the representations, warranties and covenants of the Sellers contained herein, shall purchase the Transferred Interests from the Sellers for an aggregate purchase price of U.S One Hundred Eighteen Million Seven Hundred and Fifty Thousand Dollars ($118,750,000) consisting of: (a) U.S. One Hundred Seventeen Million Five Hundred Thousand Dollars ($117,500,000) payable to the Sellers in immediately available funds (the “Cash Consideration”), and (b) 97,087 shares of common stock, par value $0.001 per share, of the Buyer to be issued to WYI (the “Stock Consideration” and, together with the Cash Consideration, the “Purchase Price”). The Purchase Price shall be apportioned between the Sellers pro rata based on the Transferred Interests sold hereunder and paid as directed by the Sellers to the Buyer in writing no later than two (2) Business Days prior to the Closing Date. The Purchase Price shall be allocated among the Company’s assets as set forth in Schedule 2.1 of the Disclosure Schedules.
