Consideration for Membership Interests Sample Clauses

Consideration for Membership Interests. (a) In consideration of the sale of the Membership Interests and the agreements of Seller herein, Buyer shall pay Seller a total purchase price of $11,200,000 in cash and other non-cash consideration described below (collectively, the “Purchase Price”) of which: (i) Buyer made non-refundable cash deposits of $6,025,000 (the “Closing Cash Consideration”) toward the Purchase Price prior to March 20, 2020, and Buyer has made non-refundable deposits of $3.8 million in the form of Series D Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock (“CP Shares”) of Buyer, and an additional $2.3 million in non-refundable fees in the form of CP Shares, all of which has been delivered to Seller; and (ii) Seller delivered a 50.00% Membership Interest to Buyer, representing all cash and CP Shares delivered to Seller by Buyer on or prior to March 20, 2020; (iii) Buyer delivered a 12% secured convertible note with principal amount of $5,475,000 (the “Note”) for the remainder of the Purchase Price to be paid by Buyer to Seller on March 20, 2020; (iv) Prior to August 10, 2020, Buyer delivered principal payments of $900,000 on the Note, together with cash interest payments on the Note, and Seller agreed to forgive the payment of $100,000 in consideration of Buyer’s early payment of principal on the Note; and (v) In addition to the amounts indicated above, all cash received by Seller from Buyer shall be applied first toward the reimbursement of outstanding invoices prior to any application toward the payments required pursuant to the terms of the Note. (b) Effective as of September 8, 2020, Seller shall deliver 100% of the Membership Interests to Buyer. Buyer shall receive full control of the Company, all decision control and operations. Buyer will also continue being forever responsible for 100% of the Company’s costs starting from November 18, 2019 (the “Closing Date”). Seller 4835-5710-6358.10 shall account for all costs incurred that relate to or arise from, the Company and will submit monthly invoices to Buyer, which shall be due no later than ten (10) days after receipt. (c) In addition to terms of the Note, Buyer and Seller hereby agree: (i) hereby agrees to pay the Seller a one-off payment of $140,000 in further consideration for closing the transaction and of the Seller agreeing that the Buyers obligations under clause 6.d. of Fourth Purchase Agreement Amendment dated as of August 15, 2019, terminated effective July 31, 2020. The payment of $140,000...
Sample 1
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Consideration for Membership Interests. In consideration of the sale of the Membership Interests and the agreements of the Seller herein, at Closing Buyer shall: (a) cause Newco to pay to the Seller in cash by wire transfer of immediately available funds the amount on Schedule 1 attached hereto to the bank account stated on Schedule 1. (b) issue or cause Newco to issue to the Seller the number of restricted shares of common stock, $0.30 par value per share, of Buyer (“Buyer Common Stock”) set forth on Schedule 1 attached hereto. Trading restrictions on such shares shall lapse in one-third increments of such shares on the three (3) annual anniversary dates following the Closing Date. Buyer will provide shares that will be freely tradable on the public market on which Buyer Common Stock is traded upon the lapse of such restrictions. (c) cause Newco to issue to the Seller, in the amount set forth on Schedule 1 attached hereto, shares of Class B Common Stock, $1.00 par value per share, of Newco (the “Class B Stock”), subject to the terms and conditions of the Put/Call Option Agreement being executed by Sller, Buyer, and certain other sellers and being delivered simultaneously herewith (“Put/Call Option Agreement”).
Sample 1
Consideration for Membership Interests. 4 2.3 CLOSING.............................................................7
Sample 1
Consideration for Membership Interests. The consideration to be paid by Assignee for the Membership Interests shall be a limited partnership interest in the Assignee (the "Units") identified on Exhibit A of the Exchange Offer. The payment of consideration for the Membership Interests shall be payable at Closing, which payment is conditional upon the completion of the offering to the public of common shares ("Shares") of stock (the "IPO") by the general partner of the Assignee and the closing conditions set forth in Section F of this Agreement. In the event of the completion of the IPO as described above, the Assignee shall be obligated, subject to the closing conditions set forth in Section F of this Agreement, to acquire the Membership Interests. The Units represented by the Exchange Offer shall be the same in form, terms, conditions and registration rights as Units received by Willxxx X. Xxxxxx, Xxbexx X. Xxxxxx, Xxhn X. Xxxxxx xxx any member of their respective immediate families or any trusts for their or their families' benefit, except that the exchange rights permitting Assignor to convert the Units into Shares shall be available to Assignor at any time after the Closing pursuant to Section 7.4(a) of the Partnership Agreement, which is referred to in the Exchange Offer.
Sample 1
Consideration for Membership Interests. The aggregate purchase price for the Membership Interests shall be $25,927,597.09, as such amount is adjusted pursuant to Section 2.04 (the “Base Purchase Price”), plus an amount of up to $4,072,402.91 based on the achievement of certain milestones (the “Milestone Consideration” and together with the Base Purchase Price, collectively, the “Purchase Price”).
Sample 1
Consideration for Membership Interests. As full and complete consideration for the sale, transfer, assignment, conveyance and delivery of the Membership Interests by Seller to Buyer, and for all representations, warranties, covenants and obligations of Seller in this Agreement, Buyer shall pay to Seller cash in an amount equal to Twenty Million Dollars ($20,000,000), less the sum of (i) the Accrued Vacation Amount, if any and (ii) the Thai Spa Proceeds (collectively, the “Purchase Price”). Not later than four (4) business days prior to the Closing, Seller shall notify Buyer in writing of the Accrued Vacation Amount.
Sample 1
Consideration for Membership Interests. On the terms and subject to the conditions of this Agreement, as consideration for the sale, transfer, assignment and delivery of the Membership Interests to the Purchaser, at the Closing, the Purchaser shall (a) issue certificates representing 1,000,000 shares (the “Stock Consideration”) of the Purchaser’s common stock, $0.00001 par value per share (the “Common Stock”) in the name of “The Xxxxx X. Xxxxxxx Trust, dated June 20, 2005” (the “Member Trust”) and (b) make a cash payment to the Member of $100,000 (the “Initial Cash Payment”, and together with the Stock Consideration, the “Closing Consideration”) . For purposes of this Agreement, the Stock Consideration shall be valued at a price of $1.00 per share of Common Stock. The Member hereby authorizes that the Stock Consideration be payable to the Member Trust rather than to the Member.
Sample 1
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Consideration for Membership Interests. Subject to Sections 1.6, 1.7 and 10, the aggregate consideration payable by Purchaser to Seller for all of the Membership Interests owned by Seller shall be the Closing Consideration. A portion of the Closing Cash Consideration shall be deposited into the Escrow Funds pursuant to Section 1.5.
Sample 1
Consideration for Membership Interests 
Sample 1

Related to Consideration for Membership Interests

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

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