Exchange of Membership Interests Sample Clauses

Exchange of Membership Interests. Subject to the terms and conditions herein stated, on the Closing Date Acquirer shall purchase and acquire from Seller, and Seller shall sell and assign to Acquirer, the 100% of the Membership Interests for the consideration set forth in Section 1.2 (the "Exchange").
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Exchange of Membership Interests. Immediately prior to the pricing of the IPO, or at such earlier time as determined by the Partnership, each of the Transferors, severally and not jointly, shall contribute and transfer to the Partnership, and the Partnership shall acquire from each of them, free and clear of all claims, pledges, liens or other encumbrances, all of the FSM Interests owned by such Transferor, and, in exchange therefor, the Partnership shall issue to each such Transferor a number of LP Interests representing the percentage of the total aggregate outstanding LP Interests as set forth next to such Transferor’s name on Exhibit A (the “Exchange”), which LP Interests shall be subject to the vesting and forfeiture provisions set forth in this Agreement and the terms and conditions of the Limited Partnership Agreement of the Partnership. Upon consummation of the Exchange, (a) each of the Transferors shall (i) be withdrawn from, and shall cease to be a member of, Fifth Street Management, (ii) cease to own, or have any rights with respect to or in respect of, the FSM Interests and (iii) be admitted to the Partnership as a limited partner and (b) the Partnership shall be admitted to Fifth Street Management as the sole member thereof. Each of the Transferors agrees that until the termination of this Agreement pursuant to its terms, such Transferor shall not sell, transfer, pledge, encumber or otherwise dispose of any of his or her FSM Interests, or agree to do any of the foregoing. Each of the Transferors covenants and agrees that it shall execute and deliver to Fifth Street Management and the Internal Revenue Service a timely, valid election under Section 83(b) of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary in this Agreement or otherwise, no Transferor shall be obligated to consummate the Exchange unless, and the Exchange obligation of the Transferors shall be expressly conditioned upon, the implied value of the Partnership based on the pricing of the IPO is $800,000,000 or greater.
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Exchange of Membership Interests. The manner of exchanging the membership interests of the Merged Company held by the Surviving Corporation for assets of the Merged Company are as follows: 4.1. The shares of Preferred Stock and Common Stock, whether authorized or issued on the Effective Date, shall not be converted or exchanged as a result of the merger, but upon said date, all shares of Preferred Stock and Common Stock theretofore authorized (whether issued or unissued) shall be and be deemed to be shares of Preferred Stock and Common Stock, respectively, of Surviving Corporation, and all such shares of stock of Surviving Corporation outstanding on the effective date of the merger (including shares held in the Treasury of Surviving Corporation) shall remain outstanding, shall be and be deemed fully paid and nonassessable and shall retain all rights to accrued and unpaid dividends, if any. 4.2. All of the membership interests of Merged Company and all rights in respect thereof, shall, on said date, be exchanged for all assets of the Merged Company.
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Exchange of Membership Interests. At the Effective Time: (a) In exchange for each Member's Company Membership Interest (or each Blocker Owner's Blocker Corp equity, if applicable) outstanding immediately prior to the Effective Time, without any action on the part of the Member (or Blocker Owner, if applicable), such Member (or Blocker Owner, if applicable) will be entitled to receive the number of shares of Holdco Common Stock equal to the Contribution Share Number multiplied by the Percentage evidenced by such Company Membership Interest (or the Company Membership Interest owned by the Blocker Corp, if applicable) calculated as of immediately prior to the Effective Time to the nearest one-hundredth of a percent (the "CONTRIBUTION CONSIDERATION"). Fractional shares of Holdco Common Stock will be rounded up or down to the next whole share of Holdco Common Stock. (b) Certificates representing whole shares of Holdco Common Stock will be issued in accordance with Section 1.04. If, prior to the Effective Time, the number of outstanding Company Membership Interests or shares of Holdco Common Stock has been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment will be made to the Contribution Consideration. (c) All Company Membership Interests exchanged for the right to receive Holdco Common Stock pursuant to this Article I, without any action on the part of the Members, will be transferred, on the books and records of the Company, to Holdco. At the Effective Time, Holdco will succeed to and assume all of the rights and obligations of a member of the Company to the extent of the Company Membership Interests so exchanged, including all allocations of each Members' capital accounts and allocations of profits and losses. The Company hereby waives its right of first offer with respect to the transfer of Company Membership Interests from the Members to Holdco pursuant to the terms of this Agreement. As of the Effective Time, Holdco agrees to accept, assume, adopt and approve in writing all of the terms and provisions of the Company Operating Agreement. The manager of the Company consents to the assignment by the Members to Holdco of the Company Membership Interests, and, on the Effective Date, Holdco will be deemed admitted as a member of the Company. ...
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Exchange of Membership Interests. WOWIO TEXAS and Platinum hereby agree that Platinum, shall, on the Closing Date (as hereinafter defined), exchange all of the issued and outstanding membership interests of WOWIO PENN (the “WOWIO PENN Membership Interests”) for the total purchase consideration of $3,150,000. The total consideration shall be comprised of the following: (1) the assumption by WOWIO TEXAS of an aggregate of $1,068,288.45 in debt owed by Platinum to those individuals (the “Platinum Creditors”) set forth on Schedule A attached hereto (“Platinum Assumed Liabilities”); (2) debt of WOWIO PENN existing as of the Closing Date in the aggregate amount of $567,760.11, as more specifically set forth on Schedule B attached hereto (the “Existing WOWIO PENN Liabilities”), and (3) an additional $1,513,936 to be paid via a royalty of 20% of gross revenues generated by WOWIO PENN,, its successors and assigns (the “Purchase Consideration Balance”) after which the royalty rate would decrease to 10%, and remain at 10% in perpetuity. The WOWIO PENN Membership Interests will be restricted against resale pursuant to the provisions of Federal and state securities laws. The WOWIO PENN Membership Interests to be tendered will represent all of the issued and outstanding capital interests of WOWIO PENN.
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Exchange of Membership Interests. After January 1, 2019 and subject to Section 13.1 and Section 5.1(f), any Member may elect to cause the Company to redeem all (but not less than all) of its Membership Interests for NRP Common Units as provided in this Section 3.5. Company shall effect said exchange within thirty (30) days of Member request excluding the period Record Date and Payment Date designated by NRP. Subject to these restrictions, a Member shall receive the NRP Common Units said Member previously contributed to the Company and shall be deemed to have withdrawn as a Member of the Company. A Manager who exchanges all of its Membership Interest as provided in this Section shall cease being a Manager upon completion of the exchange.
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Exchange of Membership Interests. Immediately after the consummation of the Brookdale Merger, FBA will convey, assign, transfer and deliver to the Individual, free and clear of all Liens (other than pursuant to the Note Agreement), and the Individual will acquire and accept from FBA, an aggregate of 248,723 shares of Common Stock (the "Shares"), including FBA's right, title and interest therein and thereto, free and clear of all Liens, in exchange for the conveyance, assignment, transfer and delivery to FBA, free and clear of all Liens, of all of the Individual's Membership Interests in FBA, including all of the Individual's right, title and interest therein.
Sample 1
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Exchange of Membership Interests. Subject to the terms and conditions contained in this Agreement and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, TSI hereby transfers, assigns and sells to XXXXXX all of its membership interests in and to TETRA LLC (the "TETRA LLC MEMBERSHIP INTERESTS"), and, in consideration therefor, XXXXXX hereby transfers, assigns and sells to TSI all of its membership interests in and to XXXXXX LLC (the "XXXXXX LLC MEMBERSHIP INTERESTS"). The Parties acknowledge and agree that to the extent available, it is the intent of the Parties to obtain "like kind exchange" treatment for federal income tax purposes pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (the "CODE") with respect to the particular assets held by TETRA LLC and XXXXXX LLC pursuant to the exchange of membership interests contemplated herein.
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Exchange of Membership Interests 
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Related to Exchange of Membership Interests

  • 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.

  • 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:

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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 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.

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