Contribution of Membership Interests. Subject to the terms and conditions set forth herein, at the Closing (as defined below) and effective as of the Closing Date (as defined below), Contributors shall contribute to GTI PA, and GTI PA shall accept from Contributors, all of Contributors’ right, title, and interest in and to the Membership Interests, free and clear of all liens, claims, encumbrances, security interests and restrictions of any kind (collectively, the “Encumbrances”), except for those Encumbrances set forth on Schedule 3(a)(viii)(A), for the consideration specified in Section 2. Contributors and the Company acknowledge that a true, accurate and complete capitalization table for the Company is set forth on Exhibit A attached hereto.
Contribution of Membership Interests. (a) Against delivery of (i) certificates representing an aggregate a number of shares of Common Stock issued by the Company equal to _______% of the Pre-IPO Shares and (ii) a Company Note in the principal amount of $___________, and in consideration of the right to participate in the Over-allotment Distribution, the AMCI Parties shall transfer to the Company all of the Membership Interests held by the AMCI Parties as specified in Schedule 2.05A.
Contribution of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing at the time provided for in Section 1.6(b), and upon the terms and subject to the conditions in this Agreement, Buyer and RGHI shall contribute all of the Membership Interests held by them to New Refco in exchange for the consideration described in Section 2.1 (the "Contribution").
Contribution of Membership Interests. DMC hereby transfers, assigns, and conveys to the Partnership as a capital contribution, and the Partnership accepts and acquires from DMC, the Contributed Membership Interests, including, but not limited to, all right, title, and interest of DMC in and to the properties (real and personal), capital, cash flow distributions, profits, and losses of the IFDC General Partner attributable to the Contributed Membership Interests.
Contribution of Membership Interests. (a) At the Closing, the Principals shall contribute, or cause to be contributed, to SCOLP, and SCOLP shall accept the contribution of, all of the membership interests in each of the Holding Companies (collectively, the “Membership Interests-Holding Companies”) in accordance with the terms of the Contribution Agreements.
Contribution of Membership Interests. Upon the terms and subject to the provisions of this Agreement, the Sellers agree that they will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, all of the membership interests duly and validly issued, fully paid and non- assessable, (collectively, “Purchased Interests”) of the Company owned by the Sellers in accordance with the Schedule of Purchased Interests attached hereto as Schedule 1.1.
Contribution of Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Contributors shall contribute the Membership Interests to Holdings, and Holdings shall accept and acquire the Membership Interests from Contributors, free and clear of all Encumbrances.
Contribution of Membership Interests. (a) Lara hereby agrees to contribute one percent (1%) of the outstanding ZaZa Membership Interests to Lara Sub, free and clear of all Liens (other than any Liens arising under the ZaZa Organizational Documents or existing under applicable securities laws), in exchange for the Lara Sub Shares on the date immediately preceding the Closing Date (other than Lara Sub Shares already owned by Lara as of the date hereof).
Contribution of Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Assignors will assign, transfer and convey all of the Membership Interests in the Company owned by them to Assignee. Each Assignor shall execute and deliver to an Assignment of Membership Interest in the form attached hereto as Exhibit "A".
Contribution of Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Worsley will cause NMALC and Stone Axe to contribute, convey, transfer, assign and deliver to Holdings, and Holdings will accept from NMALC and Stone Axe, all of the right, title and interest of NMALC and Stone Axe in and to the Membership Interests of the Companies set forth on Section 1.1 of the Companies and Worsley Disclosure Schedule (as defined in the preamble to Article IV), free and clear of any pledges, claims, liens, charges, encumbrances, options and security interests of any kind or nature whatsoever (collectively, “Liens”), other than those set forth in Section 4.3(d) of the Companies and Worsley Disclosure Schedule.
