Purchase and Sale of LLC Interests. Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase, acquire and accept from Seller, and Seller agrees to sell, transfer, assign, convey and deliver to Buyer, at the Closing, all of the LLC Interests, free and clear of any Encumbrances, for the Purchase Price.
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. “Encumbrances” means any pledge, lien, charge, claim, security interest, obligation, liability, option, right of first refusal or first offer or other encumbrance or restriction of any kind.
Purchase and Sale of LLC Interests. Subject to, and upon the terms and conditions set forth in, this Agreement, at the Closing, in consideration for payment of the Purchase Price, Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the LLC Interests for the consideration specified in Section 2.02.
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. 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:
(A) a convertible promissory note payable to Founder, in the form attached hereto as Exhibit A-1, in the original principal amount of Fifteen Million Six Hundred Thirty-eight Thousand Three Hundred Twenty-one Dollars ($15,638,321) (the “Initial Consideration Note”);
(B) a convertible promissory note payable to Founder, in the form attached hereto as Exhibit A-2, in the original principal amount of One Million Three Hundred Fifty-seven Thousand Dollars ($1,357,000) (the “Escrow Note”, and together with the Initial Consideration Note, the “Convertible Notes”);
(C) Two Million Seven Hundred Three Thousand Eight Hundred Thirty-four Dollars ($2,703,834) in immediately available funds payable to the Common Unitholders and Common Optionholders in accordance with the Allocation Agreement (the “Allocation Agreement”) attached hereto as Exhibit B (the “Cash at Closing”), of which One Million Four Hundred Seventy-four Thousand Six Hundred Eighty-six Dollars ($1,474,686) shall be deposited into escrow pursuant to Section 2.2 below (the “Escrow Cash”); and
(D) up to One Million Eight Hundred Thousand Eight Hundred Forty-five Dollars ($1,800,845) in cash, payable to certain Common Unitholders and Common Optionholders as set forth on Exhibit B and subject to the terms and conditions of Exhibit C attached hereto (the “Restricted Cash”). Each Seller acknowledges and agrees that, effective immediately upon the Closing, all Options owned or held by such Seller shall be automatically cancelled and extinguished and have no further force or effect and shall be converted into only the right to receive as consideration therefor that portion of the Purchase Price as set forth on Exhibit B. Each Seller agrees to execute and deliver to Finisar such documents and certificates and to take such other and further actions as may be reasonably requested by Finisar to evidence the cancellation of such Seller’s Options.
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.
Purchase and Sale of LLC Interests. 10
2.1 Purchase and Sale of LLC Interests 10 2.2 Purchase Price. 10 2.3 Polish Portfolio 11 2.4 Escrowed Deposit 12 2.5 Method of Payment of Purchase Price 12 2.6 Adjustments to the Purchase Price. 13 2.7 Leasing Costs 16 ARTICLE III Closing 16
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:
(i) purchase from each Publica Seller, and each Publica Seller, severally and not jointly, shall sell, assign, convey and transfer to Buyer all of the Publica LLC Interests owned by such Publica Seller and indicated across from such Publica Seller’s name on Schedule 1(a)(i), free and clear of any Liens in exchange for such Publica Seller’s Pro Rata Share of (A) the Closing Cash Consideration (the “Publica Closing Cash Consideration”) and (B) the Stock Consideration (the “Publica Stock Consideration”, and collectively with the Publica Closing Cash Consideration, the “Publica Total Consideration”) as set forth across from such Publica Seller’s name on Schedule 1(a)(i);
(ii) purchase from the Investors Seller, and the Investors Seller shall sell, assign, convey and transfer to Buyer all of the Investors LLC Interests, which Investors LLC Interests are indicated across from the Investors Seller’s name on Schedule 1(a)(ii), free and clear of any Liens in exchange for the Investors Seller’s Pro Rata Share of (A) the Closing Cash Consideration (the “Investors Closing Cash Consideration”) and (B) the Stock Consideration (the “Investors Stock Consideration”, and collectively with the Investors Closing Cash Consideration, the “Investors Total Consideration”) as set forth across from the Investors Seller’s name on Schedule 1(a)(ii);
(iii) purchase from the Alpine Road Seller, and the Alpine Road Seller shall sell, assign, convey and transfer to Buyer all of the Alpine Road LLC Interests, which Alpine Road LLC Interests are indicated across from the Alpine Road Seller’s name on Schedule 1(a)(iii), free and clear of any Liens in exchange for the Alpine Road Seller’s Pro Rata Share of (A) the Closing Cash Consideration (the “Alpine Road Closing Cash Consideration”) and (B) the Stock Consideration (the “Alpine Road Stock Consideration”, and collectively with the Alpine Road Closing Cash Consideration, the “Alpine Road Total Consideration”) as set forth across from the Alpine Road Seller’s name on Schedule 1(a)(iii); it being understood that the sales and purchases of the LLC Interests under this Section 1(a) shall constitute one and the same transaction, and neither Buyer nor any Seller shall be obliged to complete the sale and purchase of any of the LLC Interests unless the purchase of all the LLC Interests is completed.
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,
