Purchase and Sale of LLC Interests. On the terms and subject to the conditions contained herein, at the Closing, Seller agrees to sell, assign, transfer and deliver to Purchaser (or its designated Affiliate or Affiliates), free from any Lien, and Purchaser agrees to (or cause its designated Affiliate or Affiliates to) purchase, accept and acquire from Seller, the LLC Interests.
Purchase and Sale of LLC Interests. 1.1 Seller hereby sells, assigns and transfers to C2 all of the Equity Interests in Counsel RB owned by Seller (the “Purchased Interests”), free and clear of all Encumbrances. “
Purchase and Sale of LLC Interests. On the terms and subject to the conditions set forth herein, at the Closing:
Purchase and Sale of LLC Interests. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall:
Purchase and Sale of LLC Interests. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, comments, and agreements herein contained, on the Closing Date (as hereinafter defined), Seller shall sell, convey, assign, transfer, set over, and deliver all of Seller's right, title, and interest in and to the LLC Interests to Purchaser, free and clear of all liens, claims, encumbrances, pledges, options, security interests, and any other adverse interests, and Purchaser shall purchase, acquire, and accept the LLC Interests from Seller.
Purchase and Sale of LLC Interests. Upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions hereof, at the Effective Time, A.T. Xxxxxx Sub shall purchase from each Seller and each Seller shall sell, convey, assign and transfer to A.T. Xxxxxx Sub, free and clear of any and all Encumbrances, all of such Seller’s right, title and interest in and to the LLC Interests set forth across from such Seller’s name in Annex 1.1(a), for an aggregate purchase price of: (i) $623,587,419 (the “Base Purchase Price”); (ii) plus the LLC Buyer Share Consideration (and/or any additional cash payment that may be required pursuant to Section 5.2 hereof); (iii) plus the LLC Estimated Adjusted Working Capital; and (iv) as further adjusted by the LLC Post-Closing Adjustment. Such amounts referenced in clauses (i), (ii) and (iii), above, shall be allocated to each of the LLCs that are Top-Tier Companies as shown in Annex 2.1(a), with such amounts to be distributed to each Seller in accordance with its ownership of such LLCs as reflected in Annex 1.1(a) (“Sellers’ LLC Percentage Ownership”). Sellers,
Purchase and Sale of LLC Interests. At the Closing (as defined below), on and subject to the terms and conditions of this Agreement, Finisar agrees to purchase from Sellers, and Sellers agree to sell to Finisar, the LLC Interests for a total aggregate purchase price, subject to adjustment as set forth in Sections 2.3 and 5.2 below, of up to Twenty-one Million Five Hundred Thousand Dollars ($21,500,000) (the “Purchase Price”), payable by Finisar to Sellers as follows:
Purchase and Sale of LLC Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, but after the completion of the Restructuring Transactions, Company shall sell, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept from Company, all of the LLC Interests.
Purchase and Sale of LLC Interests. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, IMSA shall sell and deliver to JCI, and JCI shall purchase and acquire from IMSA, (i) all of its membership interest in Equan and (ii) all of its membership interest in GES Battery (collectively the “LLC Interests”).
Purchase and Sale of LLC Interests. In consideration of, and upon and subject to, the mutual covenants, agreements and conditions set forth in this Agreement, and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Seller agrees to sell, assign, transfer and convey all of its right, title and interest in and to 90% of the LLC Interests to the Majority Purchaser and 10% of the LLC Interests to the Minority Purchaser (provided, that the Purchasers may, by written notice to the Seller, reallocate the portion of the LLC Interests to be acquired by each Purchaser at any time prior to five (5) Business Days prior to the Closing Date), and each Purchaser agrees to purchase the LLC Interests in such proportion from Seller.
