Common use of Purchase and Sale of Membership Interests Clause in Contracts

Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, each Member shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned by such Member.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Volcom Inc), Agreement of Purchase and Sale (Volcom Inc)

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Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Date (as defined below), each Member shall shall, severally and not jointly, sell, convey, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned held by such Member, free and clear of all Encumbrances, and Purchaser shall purchase such Membership Interests.

Appears in 1 contract

Samples: Assignment and Assumption Agreement

Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in of this Agreement, at the Closing, each Member shall of the Sellers hereby agrees to sell, transferassign, convey, assign transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, Buyer all of the Membership Interests owned by such MemberSeller as set forth on Schedule 3.1, free and clear of all Encumbrances, and Buyer hereby agrees to purchase, accept and receive the Membership Interests from Sellers.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthextras Inc)

Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in of this Agreement, at the Closing, each Member Seller shall sell, assign, transfer, convey, assign convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, Buyer all of the Membership Interests owned by such MemberInterests, and Buyer shall purchase from Seller all of the Membership Interests, free and clear of all Liens.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Envestnet, Inc.)

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Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, each Member the Members shall sell, assign, transfer, convey, assign convey and deliver to the Purchaser, and the Purchaser shall purchase, will purchase and acquire and accept from each Memberthe Members, all of the Members’ right, title and interest in and to all of the outstanding Membership Interests, free and clear of any and all Liens (the “Membership Interests owned by such MemberPurchase”), in exchange for the consideration specified herein.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Surge Holdings, Inc.)

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