Purchase and Sale of Member Interests Sample Clauses

Purchase and Sale of Member Interests. 10 2.1 Purchase and Sale of Member Interests 10 2.2 Purchase Consideration 10 2.3 Personnel Appointments 11
Sample 1
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Purchase and Sale of Member Interests. 2.1 Purchase and Sale of Member Interests On the Closing Date, subject to ARTICLE 7 below, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Member Interests free and clear of all Liens. The Seller shall transfer the Member Interests through the execution and delivery by the Seller of an assignment in the form attached hereto as Exhibit C (attached hereto and by this reference incorporated herein).
Sample 1
Purchase and Sale of Member Interests. Upon the terms contained in this Agreement, Alerian and Swank agree to purchase from GP and GP agrees to issue and sell to each such Buyer, the number of Member Interests set forth below opposite such Buyer's name (such number of Member Interests to be purchased by each respective Buyer is referred to as the "Indicated Member Interests"). Alerian and Swank will pay a purchase price of $1.00 per Member Interest for its Indicated Member Interests, resulting in an aggregate purchase price for each of Alerian and Swank in the amount indicated below.
Sample 1
Purchase and Sale of Member Interests. On and subject to the terms and conditions of this Agreement, Alterra agrees to purchase from Holding Co., and Holding Co. agrees to sell to Alterra, all of its interest in the Existing Notes (as hereinafter defined) and all of its Member Interests in each of the Companies for the sum of One Dollar ($1) and delivery of Alterra's promissory note (the "Note") in the aggregate principal amount of at least Seven Million Two Hundred Thousand and 00/100 Dollars ($7,200,000), made payable to Holding Co., which Note shall be in the form of Exhibit B hereto. In the event of a payment default of scheduled interest or scheduled principal and interest amortization under any of the Existing Notes during the pendency of the Bankruptcy Case (such scheduled defaulted payments, but not the outstanding principal amount of any such Existing Note, referred to herein as the "Defaulted Payment"), the amount of any such Defaulted Payments shall be added to the principal amount of the Note. The Note shall bear interest at the rate of nine percent (9%) per annum and shall have a term of five (5) years with a repayment schedule as follows: $90,000 per month for the first twelve (12) months; $100,000 per month for the next twelve (12) months; and $120,000 per month for the next thirty six (36) months, with any principal and accrued interest outstanding on the fifth (5th) annual anniversary of the Note (the "Maturity Date") being then due and payable in full. The Note may be prepaid in whole or in part at any time without penalty upon five days' written notice to Holding Co.
Sample 1
Purchase and Sale of Member Interests. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from the Member, and the Member agrees to sell, convey, transfer, assign and deliver, and cause to be sold, conveyed, transferred, assigned and delivered, to Purchaser, on the Closing Date, against the receipt by the Member of the consideration specified in Section 3.1 hereof, the Member Interests free and clear of any Encumbrances.
Sample 1
Purchase and Sale of Member Interests 
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Related to Purchase and Sale of Member Interests

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

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