LLC Transaction Sample Clauses

The LLC Transaction clause defines the terms and conditions governing the sale, transfer, or other disposition of interests in a limited liability company (LLC). It typically outlines the procedures for transferring membership interests, including any required approvals, rights of first refusal, or restrictions on transfer. For example, it may specify that existing members have the right to purchase interests before they are offered to outside parties. The core function of this clause is to ensure orderly and controlled changes in LLC ownership, protecting the interests of current members and maintaining the stability of the company.
LLC Transaction. If, as of the first day that the Closing may occur pursuant to Section 10.2, the Washington Ruling has been issued, immediately prior to the Closing Sellers shall, and shall cause the LLC to, take all actions necessary to consummate, and shall consummate, the transactions described in the Washington Ruling in order to allow the Buyer to obtain the Washington State sales tax benefits contemplated thereby (collectively, the "LLC Transaction"). Without limiting the generality of the foregoing, the parties agree that (a) immediately prior to the Closing, all of the Assets will be contributed by the Sellers to the LLC in exchange for all the membership interests in the LLC; and (b) from and after the Closing, the LLC shall jointly and severally with Buyer assume and pay, discharge and perform when due, the Assumed Liabilities. If at such time the Washington Ruling has not issued, the parties shall promptly negotiate in good faith amendments to this Agreement that will provide for the conveyance of the Assets by the Sellers directly to the Buyer with such amended Agreement being substantially in the form of the Other Form of Agreement. The Parties will endeavor to execute such amended Agreement prior to the last date the Closing may occur pursuant to Section 10.2. In no event, however, shall the failure of the Washington Ruling to timely issue or the failure of the Parties to amend this Agreement be a condition to Closing hereunder.
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LLC Transaction. All conditions to the consummation of the LLC Transaction pursuant to the LLC Transaction Agreement (except for the satisfaction or waiver of all conditions to the Transactions contemplated hereby) shall have been satisfied or waived and the LLC Transaction shall be consummated concurrently.
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LLC Transaction. (a) At the Closing, the Members shall sell, assign, transfer, convey and deliver to Parent and/or an entity designated by Parent good and valid title to 100 percent of the interests in the LLCs (the "LLC Interests"), free of any Encumbrances. (b) As consideration for the sale of the LLC Interests held by a particular Member, at the Effective Time, Parent shall issue to such Member such Member's pro-rata share of the number of shares of Parent Common Stock determined by dividing: (i) the amount by which (A) the sum of (1) the Appraised Value of the Transferred Real Property, plus (2) the product of (x) the
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LLC Transaction. Subject to the satisfaction of all other conditions set forth in the Original Agreement and this Amendment and provided that no Event of Default shall have occurred and be continuing, the Lenders hereby consent to the LLC Transaction.
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LLC Transaction. At any time prior to the Closing Date, Buyer may request in writing that Seller, and Seller agrees that upon receipt of any such request, it will use commercially reasonable efforts to restructure the transactions contemplated by this Agreement as the sale by Seller and a purchase by Buyer of membership interests in an LLC Transaction. The “LLC Transaction” shall refer to a transaction consummated in the following form: (i) prior to the Closing, Seller shall cause each of the Company and its Subsidiaries to (and each of the Company and its Subsidiaries shall) convert to a limited liability company (an “LLC”) whose separate existence from Seller is disregarded for federal income tax purposes, and (ii) Seller shall sell, transfer, assign, convey and deliver the membership interests (the “Interests”) in each such LLC to Buyer, and Buyer shall purchase and accept such Interests from Seller for the consideration set forth in Section 3.1 of this Agreement. If an LLC Transaction is consummated, (i) any Taxes resulting from the LLC Transaction shall be treated as “Section 338 Taxes” for purposes of this Agreement, (ii) the Section 338(h)(10) Election required pursuant to Section 8.1(e) shall not be made, and (iii) the Parties shall report the LLC Transaction as the purchase and sale of all of the Interests in each LLC for federal and state Tax purposes. Buyer shall reimburse Seller for any additional costs incurred in connection with such an LLC Transaction that would not have been incurred but for the LLC Transaction.
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Related to LLC Transaction

  • Basic Transaction On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of its Company Shares for the consideration specified below in this Section 2.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.