Contribution of the Membership Interests Sample Clauses

Contribution of the Membership Interests. Effective immediately upon the earlier of (i) receipt of the FSA Consent and (ii) the expiration of the FSA Waiting Period (the “Effective Time”), Assignor, for and on behalf of Xxxxxx Holdings, hereby conveys, assigns, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Shares and Assignee hereby irrevocably accepts such conveyance, assignment, transfer and delivery. For the avoidance of doubt, the parties acknowledge and agree that the Contribution shall be effective immediately upon the Effective Time without any further action required by the parties hereto. The parties further acknowledge and agree that the Contribution shall constitute a Capital Contribution by Xxxxxx Holdings under and as defined in the Operating Agreement.
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Contribution of the Membership Interests. On the terms and subject to ---------------------------------------- the conditions set forth in this Agreement, the LLC agrees to contribute and deliver to the Operating Partnership, and the Operating Partnership agrees to accept from the LLC (the "Acquisition"), in exchange for the consideration set forth in Section 2.2 below, all of issued and outstanding membership interests (the "Membership Interests") of each of the subsidiaries of the LLC as set forth on Schedule 2.1 (the "Subsidiaries"). ------------
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Contribution of the Membership Interests. Effective immediately upon receipt of the NFA Approval (the “Effective Time”), Assignor, for and on behalf of Ferdinand Holdings, hereby conveys, assigns, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Membership Interests and Assignee hereby irrevocably accepts such conveyance, assignment, transfer and delivery. For the avoidance of doubt, the parties acknowledge and agree that the Contribution shall be effective immediately upon the Effective Time without any further action required by the parties hereto. The parties further acknowledge and agree that the Contribution shall constitute a Capital Contribution by Ferdinand Holdings under and as defined in the Operating Agreement.
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Contribution of the Membership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell to Buyer, the Membership Interests, free and clear of all Liens (other than restrictions on transfer imposed by applicable federal, state and other securities Laws), in exchange for the Purchase Price.
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Contribution of the Membership Interests. Effective immediately upon the earlier of (i) receipt of the FSA Consent and (ii) the expiration of the FSA Waiting Period (the “Effective Time”), Assignor, for and on behalf of Yakoby, hereby conveys, assigns, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Shares and Assignee hereby irrevocably accepts such conveyance, assignment, transfer and delivery. For the avoidance of doubt, the parties acknowledge and agree that the Contribution shall be effective immediately upon the Effective Time without any further action required by the parties hereto. The parties further acknowledge and agree that the Contribution shall constitute a Capital Contribution by Yakoby under and as defined in that certain Limited Liability Company Agreement of Assignee, dated as of April 24, 2012, as amended by that certain Amendment No. 1 thereto, dated as of May 24, 2012.
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Contribution of the Membership Interests. Effective immediately upon receipt of the NFA Approval (the “Effective Time”), Assignor, for and on behalf of SHAF Holdings, hereby conveys, assigns, transfers and delivers to Assignee all of Assignor’s right, title and interest in and to the Membership Interests and Assignee hereby irrevocably accepts such conveyance, assignment, transfer and delivery. For the avoidance of doubt, the parties acknowledge and agree that the Contribution shall be effective immediately upon the Effective Time without any further action required by the parties hereto. The parties further acknowledge and agree that the Contribution shall constitute a Capital Contribution by SHAF Holdings under and as defined in the Operating Agreement.
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Contribution of the Membership Interests. Concurrently with the execution and delivery of this Agreement, Assignor hereby contributes and transfers to Assignee all of Assignor’s right, title and interest in and to the Membership Interests (including, without limitation, Assignor’s entire 100% share of: (a) all the Company’s profits, losses, distributions, credits, income, gain, loss and deduction (or items thereof); (b) any and all rights to appreciation in the Company’s assets; (c) all interest in the Company’s capital, including, but not limited to, all rights of Assignor to be repaid its contributions of money or other property to the Company, whether made at the formation of the Company or subsequent thereto), and Assignee hereby accepts the contribution of such Membership Interests (including all of the right, title, power, interest, obligations and responsibilities associated therewith).
Sample 1
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Contribution of the Membership Interests. Immediately prior to the Effective Time and further subject to the terms and conditions provided for in this Agreement, MPCI agrees to contribute the Logistics Membership Interests to Logistics and the MPLX GP Membership Interests to MPLX GP.
Sample 1
Contribution of the Membership Interests. On the terms and subject to the conditions set forth herein, at the Closing, Contributor shall contribute and convey to the Company and the Company shall accept from Contributor the Membership Interests free and clear of all liens, claims, encumbrances or interests of others.
Sample 1

Related to Contribution of the Membership Interests

  • 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.

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

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • 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.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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