Purchase of Membership Interest. Pursuant to the terms and subject to the conditions of this Agreement, at Closing Buyer will purchase from Seller, and Seller will surrender and sell to Buyer, all of Seller’s right, title and interest in and to the Membership Interest. The transfer of the Membership Interest shall occur by operation of this Section 1.01, without a separate assignment of interests, and evidenced solely through the execution, by the Company and Buyer, of the First Amendment to Limited Liability Company Agreement in the form of Exhibit A attached hereto and incorporated herein (“First Amendment”).
Purchase of Membership Interest. 1.1. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, convey, issue and assign to Purchaser, and Purchaser hereby agrees to purchase, acquire and accept from Seller, [SHARES] of Class A Units in the Company, as defined in the Operating Agreement, at a price per Unit of $1.66 (“Seller Interest”) free and clear of any and all liens, pledges, encumbrances, mortgages, security interests, claims and other charges of any kind or nature (collectively, “Liens”).
Purchase of Membership Interest. At the Closing, subject to the terms and conditions of this Agreement, DEFS shall convey to Enterprise the Membership Interest (such conveyance or assignment to be in a form mutually acceptable to DEFS and Enterprise), free and clear of all Encumbrances, except to the extent created under federal and state securities laws and the Delaware Limited Liability Company Act, for an aggregate cash amount equal to $1,100,000,000 (the “Purchase Price”). Concurrently with such conveyance, Enterprise shall pay the Purchase Price by delivery to DEFS of the promissory note substantially in the form attached hereto as Exhibit A and the Security Agreement substantially in the form attached hereto as Exhibit B.
Purchase of Membership Interest. The non-defaulting Members (in proportion to relative Sharing Percentage or as otherwise agreed) may purchase the Company Interest of the defaulting Member for an amount equal ninety percent (90%) of the fair market value of the defaulting Member's Company Interest. A determination of fair market value shall be similar to the procedure set forth in Section 7.3.2 above except that the defaulting Member shall be considered the “Terminating Member” and the non- defaulting Member the “Purchaser”.
Purchase of Membership Interest. At the closing of the purchase and sale of a Member’s Membership Interest in the Company pursuant to the Section 8.7 above (the day of such closing is hereinafter referred to as the “Closing Date”), the purchasing Member shall pay the entire purchase price for such Membership Interest in accordance with the terms of the Section above and the selling Member shall duly execute and deliver all documents that may be necessary or desirable, in the reasonable opinion of the purchasing Member and its counsel, to effect the transfer of the selling Member’s entire Membership Interest in the Company to the purchasing Member. Such Membership Interest in the Company shall be conveyed to the purchasing Member by the selling Member free and clear of all liens and encumbrances, whatsoever, other than those affecting the Project, and the purchasing Member shall accept such Membership Interest subject to the selling Member’s share, if any, of all liabilities and obligations of the Company as of the Closing Date, and shall assume and agree to pay and perform and indemnify and hold the selling Member wholly harmless from all liabilities and obligations of the Company as of the Closing Date with respect to which, and to the extent the selling Member is personally liable. The purchasing Member, as a condition to the selling Member’s obligation to consummate the sale of its Membership Interest in the Company to the purchasing Member, shall release of the selling Member and any affiliated guarantor from any and all liabilities and obligations of the Company for which the selling Member or such guarantor is personally liable. Notwithstanding anything to the contrary set forth in this Section, the selling Member and any affiliated guarantor shall not be released from, and shall have continuing liability for, all liabilities and obligations to the Company arising out of the selling Member’s fraud, bad faith, willful misconduct or gross negligence.
Purchase of Membership Interest. The Non-Affected Member may ------------------------------- elect to purchase the Affected Member's entire Membership Interest pursuant to Section 13.3 hereof.
Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer all of Seller’s Twenty Five Percent (25%) Membership Interest in the Company. The purchase to be paid by the Buyer to Seller is One Million Eight Hundred Thousand Dollars ($1,800,000.00) payable in the time (which time may be extended by mutual written agreement) and in the manner as follows:
Purchase of Membership Interest. The Buyer does hereby purchase from each Seller all of the membership interest in the Company owned by each Seller for a purchase price as determined by the following formula: a multiple of two (2) times the average of the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the previous three (3) fiscal years (2007, 2008 and 2009), less long term debt of the Company, multiplied by each Seller’s sharing ratios (“Purchase Price”) as determined as soon as practicable after the end of the 2009 fiscal year. The Purchase Price for the Membership Interests of the Company shall be $658,663.00, or $6,586.63 per 1% Membership Interest. The Purchase Price Per Member shall be as follows:
Purchase of Membership Interest. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, either (i), if the Sale Option is not exercised, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear of all Encumbrances (except for restrictions arising out of or contained in (i) the Constituting Documents of HGC Investment, (ii) state or federal securities laws or (iii) regulatory or state law restrictions), the HGC Investment Membership Interest or (ii) if the Sale Option is exercised, HGC Investment will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from HGC Investment, free and clear of all Encumbrances (except for restrictions arising out or contained in the Constituting Documents of HGC Holdings or state or federal securities laws) the HGC Holdings Membership Interest.
Purchase of Membership Interest. (a) Subject to the provisions of this Agreement, PAC3 hereby agrees to purchase (i) Two Hundred Fifty Thousand (250,000) units of Class A Membership Interest of Mxxxxxx Xxxxxxxx, and (ii) Two Million Two Hundred Fifty Thousand (2,250,000) units of Class B Membership Interest of Mxxxxxx Xxxxxxxx for an aggregate subscription price of Three Million Dollars ($3,000,000) consisting of [A] Three Hundred Thousand Dollars ($300,000) in cash (the “First Cash Payment”), and [B] Two Million Seven Hundred Thousand Dollars ($2,700,000) in cash (the “Second Cash Payment”). As further consideration for the units of Class A Membership Interest and Class B Membership Interest of Mxxxxxx Xxxxxxxx, PAC3 hereby agrees to guarantee the note issued by Mxxxxxx Xxxxxxxx to SMHG in the amount of Eight Million Dollars ($8,000,000), substantially in the form set forth in Exhibit B (the “SMHG Note”). Subject to the provisions of this Agreement and upon the payment of the First Cash Payment and Second Cash Payment, and upon the execution by PAC3 of the SMHG Note (as the guarantor), Mxxxxxx Xxxxxxxx agrees to issue to PAC3 such units of Class A Membership Interest and Class B Membership Interest, which shall be validly issued and non-assessable.
