Purchase and Sale of Membership Units Sample Clauses

Purchase and Sale of Membership Units. Subject to the terms and conditions contained herein, and conditioned upon the acceptance of this subscription by the Company, the undersigned Subscriber agrees to purchase at the Closing, and the Company agrees to sell at Closing, that number of Units at the Purchase Price as set forth on the Subscription Agreement Signature Page attached hereto. The purchase and sale of the Units is being made pursuant to the terms and conditions included in this Subscription Agreement, the Private Placement Memorandum, and the Operating Agreement.
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Purchase and Sale of Membership Units. Subject to the terms and conditions set forth herein, at the Closing, and in reliance on the representations, warranties, covenants and agreements made herein, the Company shall sell to Buyer, and Buyer shall purchase from the Company, the number of Class CG Units set forth on Schedule 1 (the “Purchased Units”), free and clear of all Liens, for the consideration specified in Section 1.3.
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Purchase and Sale of Membership Units. Buyer agrees to purchase from Seller and Seller agree to sell to Buyer five thousand one hundred (5,100) membership units of the Company (“Units”), equivalent to a 51% membership interest in the Company, for a purchase price of one hundred seventy-five thousand dollars ($175,000) (the “Purchase Price”), payable as follows: (1) $50,000 cash, previously paid to Seller (defined in Section 2.13 as the Deposit). (2) $125,000, payable as 500,000 shares of EME common stock, par value $0.001 (“EME Stock”) at discounted price of $0.25 per share (the “Initial Shares”). Except as otherwise set forth herein, all of the Initial Shares shall be subject to the Lock-up/Leak-out Agreement attached hereto as Exhibit B.
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Purchase and Sale of Membership Units. Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer four thousand nine hundred (4,900) membership units of the Company (“Units”), equivalent to Seller’s remaining 49% membership interest in the Company, for a purchase price of one hundred seventy thousand dollars ($170,000) (the “Purchase Price”), payable as follows: (1) $50,000 in cash, of which a portion will be used to pay Seller’s obligations to the Company for purchases of DeBudder Products (as defined below) shipped prior to the Closing, priced at $10 per unit. The approximate balance due from Seller to Buyer as of August 31, 2018 was $18,386. The actual balance due from Seller to Buyer will be determined at the Closing and will account for all sales of DeBudder Products by Buyer to Seller through the date of the Closing. As an accommodation to Seller, Buyer has agreed to advance $5,000 to Seller on December 7, 2018 prior to final determination of amounts due Buyer from Seller. Such amount shall be offset against the net amount payable to Seller under this paragraph when the final determination of the amount due Buyer from Seller is made. Buyer and Seller agree that the balance of the funds Due Seller will be paid on or before December 17, 2018. (2) $120,000, payable as 80,000 shares of MJH common stock, par value $0.0001 (“MJH Stock”), valued at $1.50 per share (collectively, MJH Stock valued at $1.50 and issued hereunder are referred to hereafter as the “Shares”). Buyer will instruct the transfer agent to issue the shares as soon as practicable following the closing date. Except as otherwise set forth herein, all of the Shares shall be subject to the Lock-up/Leak-out Agreement attached hereto as Exhibit 1, which is fully incorporated and integrated herein.
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Purchase and Sale of Membership Units. (a) Effective as of the closing, Christiana shall sell, transfer, assign, convey and deliver, and C2 shall purchase and accept, 666.667 Membership Units. (b) CHRISTIANA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MEMBERSHIP UNITS OR THE ASSETS (CURRENT, FIXED, PERSONAL, REAL, TANGIBLE OR
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Purchase and Sale of Membership Units 
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Related to Purchase and Sale of Membership Units

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • 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 At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

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