Assignment of Company Interests. The Contributors shall have executed and delivered an Assignment, in substantially the form of Exhibit B attached hereto, granting and conveying to the Acquirer good and indefeasible title to the Company Interests, free and clear of all Liens.
Assignment of Company Interests. An assignment of the Company Interests to Buyer in form and substance reasonably satisfactory to the Purchaser;
Assignment of Company Interests. Assignor hereby contributes, conveys, assigns, transfers and delivers all of the Company Interests to Assignee and its successors and assigns, such that, from and after the date hereof, the Assignee shall have all of the rights and benefits of the Assignor in respect of the Company Interests.
Assignment of Company Interests. The Seller shall deliver to the Buyer a counterpart of an assignment agreement in the form attached hereto as Exhibit C (a “Membership Interest Assignment”), executed by the Seller, conveying to the Buyer all of the Seller’s right, title and interest in the Company Interests.
Assignment of Company Interests. The Member may sell, assign, pledge or otherwise encumber or transfer all or any part of its Company Interest.
Assignment of Company Interests. On the terms and subject to the conditions set forth in this Agreement, SMP Holdings agrees to assign to Summit MLP, and Summit MLP agrees to receive and accept from SMP Holdings, at Closing, all of the Company Interests free and clear of all Liens other than those arising under state or federal securities Laws or the LLC Agreement.
Assignment of Company Interests. The Member may transfer, assign or otherwise dispose of all or any portion of its interest in the Company and admit new members to the Company on such terms as it may determine.
Assignment of Company Interests. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, _____________ ("Assignor"), does hereby assign, transfer and convey to Universal American Flowers, Inc., a Florida corporation ("UAF"), all of Assignor's right, title and interest in and to the interests of Assignor in the Company (the "Company Interests"), including, without limitation, (i) any and all rights to receive a distributive share of the income and losses of the Company (regardless of when earned or incurred), (ii) any and all rights to receive a distributive share of the Company's assets, (iii) any and all rights to participate in the management and affairs of the Company (if any), (iv) any and all rights to vote on certain matters, and (v) all other rights of the Assignor with respect to the Company as set forth in the Operating Agreement of the Company and applicable law, free and clear of any and all Encumbrances. This Assignment is being executed and delivered by Assignor pursuant to the terms of the AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") dated as of __________, 1995, among UAF, the Company, Assignor and certain other parties named therein. All capitalized terms used in this Assignment shall have the meanings as in the Agreement. Assignor agrees that Assignor shall take such additional action as may be reasonably requested by UAF to effect the assignment and transfer of all the Company Interests and to assist and cooperate with UAF in any proceedings involving the Company Interests. Requested action shall be taken at UAF's expense.
Assignment of Company Interests. (a) For and in consideration of the payment of the sum of One Million Two Hundred Sixty-Four Thousand Two Hundred Forty-Seven and No/100 Dollars (US$1,264,247.00), effective on the Effective Date, Transferor hereby assigns, transfers, conveys, contributes and delivers to Transferee, and its successors and assigns, all of Transferor’s right, title and interest in, to and under the Company Interests free and clear of all liens, charges and encumbrances, other than rights, obligations and restrictions attendant to the Company Interests with respect to periods following the Effective Date under the Company Agreement and applicable securities
Assignment of Company Interests
