Membership Interest Purchase Agreement. This Note and Pledge is being executed in connection with the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of October 6, 2021, as amended on the date hereof (the “Purchase Agreement”), by and among Holder, 4Front and Mission Partners RE, LLC, and is subject to the provisions thereof. Initially capitalized terms used but not defined in this Note and Pledge have the meanings assigned to such terms in the Purchase Agreement.
Membership Interest Purchase Agreement. At and as a condition of Closing, Rocky Mountain Chocolate Factory, Inc. and Buyer will enter the Membership Interest Purchase Agreement.
Membership Interest Purchase Agreement. The Membership Interest Purchase Agreement, executed by Rocky Mountain Chocolate Factory, Inc.
Membership Interest Purchase Agreement. The Membership Interest Purchase Agreement, executed by Buyer.
Membership Interest Purchase Agreement. The City and Buyer may, at City’s election, enter into a Membership Interest Purchase Agreement pursuant to which the City may use some of its designated closing proceeds or other funds as determined at the election of the City to purchase up to 33% of the voting membership interests of Buyer. The purchase price for such membership interest shall be based on the Purchase Price set forth herein. The final documents to be executed in connection with this sale will include certain minority protections, including without limitation, the right to appoint a Board member to the Board of Managers of Buyer (provided the City elects to purchase at least 7.5% of Buyer and such appointee has a strong background in telecommunications, business and/or finance) and a right to redeem its interests based upon an annual valuation by an independent third party with notice provisions consistent with the Schurz’s existing company policy (provided however that such minimum purchase price shall be based on an established EBITDA multiple of 6.0) as a floor without discount for marketability and minority. Xxxxx agrees that the City may elect to enter into such Membership Interest Agreement, at any time, within the later of (i) one year following the Closing of this Agreement or (ii) within 60 days following receipt of the new CPGs.
Membership Interest Purchase Agreement. At the Closing Date, the Membership Interest Purchase Agreement shall not have been terminated by the Company, and the terms of the Acquisition, as contained in the Membership Interest Purchase Agreement, shall not have been amended without the prior written consent of the Representatives.
Membership Interest Purchase Agreement. The Membership Interest Purchase Agreement is hereby deemed rescinded, void ab initio and of no further force or effect. Assignment of Membership Interest. Solely for clerical purposes only and not to validate the rescinded Membership Interest Purchase Agreement, Z3E shall assign One hundred (100%) percent of the membership interests in HHCCP to Glisky by executing the Assignment of Membership Interest, attached hereto as Exhibit A and incorporated herein by reference. Assignment of Z3E Stock. Solely for clerical purposes only and not to validate the rescinded Membership Interest Purchase Agreement, Glisky shall assign to Z3E One Million Nine Hundred Twenty Thousand (1,920,000) shares of Z3E common stock, standing in the name of Glisky and represented by Certificate No. 57 being all of the common stock received by Glisky under the Membership Interest Purchase Agreement by executing and delivering the Assignment Separate from Certificate, attached hereto as Exhibit B and incorporated herein by reference, and Certificate No. 57.
Membership Interest Purchase Agreement. That certain Membership Interest Purchase Agreement dated as of June 30, 2009, by and between XxxxXxxxx Midstream, Inc. and TCW Pecos Midstream, LLC, together with all amendments, modifications or waivers thereto.
Membership Interest Purchase Agreement then the Closing shall occur on the fifth Business Day after the date that all such conditions are satisfied or waived by the Party entitled to do so. The Closing shall take place at a location mutually agreed to by the Parties, but if there is no agreement, then at the offices of Xxxxxxxxx Xxxxxxx, LLP at 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx. The date upon which the Closing actually occurs is referred to as the "Closing Date."
Membership Interest Purchase Agreement contemplated by this Agreement. Except as provided in Section 2.1(e), no other proceeding or action on the part of Seller is necessary to approve and authorize:
