Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, (a) Seller will sell, assign, transfer, convey and deliver to Buyer’s Designated Affiliate, and (b) Buyer will purchase on behalf of Buyer’s Designated Affiliate, and Buyer’s Designated Affiliate will accept from Seller, the Membership Interests, free and clear of all Liens, other than any restrictions on transfer under applicable securities Laws.
Purchase and Sale of the Membership Interests. At the Closing, the Seller will sell, convey, transfer and deliver to the Purchaser, and the Purchaser will purchase and receive from the Seller all Membership Interest in the Company owned by the Seller as of the Closing, which Membership Interests shall represent all of the issued and outstanding membership interests in the Company as of Closing.
Purchase and Sale of the Membership Interests. (a) At the Closing (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement, Sellers agree to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase from Sellers, the Membership Interests free and clear of all Liens.
(b) Subject to the terms and conditions set forth herein, the aggregate purchase price to be paid to the Sellers for the Membership Interests is $30,000,000 (the “Purchase Price”), which shall consist of the following:
(i) $20,000,000 in cash (the “Cash Consideration”); and
(ii) 1,315,789 shares of common stock of Buyer, par value $0.0001 per share (“Buyer Common Stock”), which shall equal approximately $10,000,000, calculated based on a fixed price of $7.60 per share (as equitably adjusted to appropriately reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Buyer Common Stock occurring on or after the date hereof and prior to the Closing Date) (the “Stock Consideration”), of which 394,736 shares shall be placed in escrow as provided in Section 1.7. The Purchase Price shall be paid as provided in Section 1.3 and shall be subject to adjustment as provided below and in Section 1.6.
(c) The Cash Consideration shall be reduced on a dollar for dollar basis to account for any Indebtedness of the Company existing at the time of the Closing.
(d) The parties acknowledge the Razor Business Strategy Consultants, LLC Bonus Plan (“Razor Bonus Plan”), to be adopted by the Company prior to Closing, pursuant to which certain employees of the Company are entitled to receive bonus compensation aggregating 65,790 shares of Buyer Common Stock and $265,000 in cash. At the Closing, Buyer shall deliver stock and cash to such employees in satisfaction of the Company’s obligation under said Plan. Correspondingly, the Stock Consideration otherwise payable at Closing for the Membership Interests shall be reduced by 65,790 shares and the Cash Consideration otherwise payable at Closing shall be reduced by $265,000, said reductions apportioned among the Sellers as set forth in the Plan. Any withholding taxes required to be withheld from payments made to employees shall reduce the cash payable to the respective employees and shall be retained by Buyer for use in satisfying the Company’s withholding obligations.
Purchase and Sale of the Membership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Buyer will purchase from RGHI, and RGHI will sell to the Buyer, three hundred forty-nine and six/tenths (349.6) Voting Membership Interests, for cash equal to the Per Share Amount for each Voting Membership Interest. "Per Share Amount" means the quotient of the Aggregate Consideration Amount divided by the total number of Membership Interests issued and outstanding immediately prior to the Merger. "Aggregate Consideration Amount" means $2,250,000,000 minus the sum of (i) the total amount of Company Indebtedness outstanding as of immediately prior to the Closing (including amounts required to be repaid as a condition to the Closing in accordance with Section 6.2(l)), plus (ii) any out-of-pocket expenses or other additional amounts (other than interest accrued prior to the Closing), including prepayment premiums, that are required to be paid in order to fully repay as promptly as practicable in connection with or following the Closing any Company Indebtedness outstanding as of immediately prior to the Closing, plus (iii) any amounts that were paid by the Company or any of the Subsidiaries following February 29, 2004 and prior to the Closing for or in connection with the repayment of any Company Indebtedness (other than payments of interest accrued prior to such repayment), plus (iv) any amounts that have been paid following February 29, 2004 and prior to the Closing by the Company or any of the Subsidiaries that represent any deferred (whether or not contingent) obligation to pay purchase price or other consideration in connection with any acquisition of a business or any business combination transaction, plus (v) any Company Transaction Expenses in excess of $20,000,000 in the aggregate, plus (vi) any amounts payable by the Company pursuant to a Change in Control (as defined in the Memphis Holdings Purchase Agreement) pursuant to that certain Stock Purchase Agreement, dated as of January 2, 2001, between Memphis Holdings, LLC and the Company (the "Memphis Holdings Purchase Agreement"). The items in clauses (i) through (vi) collectively are referred to herein as the "Debt and Excess Expense Amount." The parties acknowledge and agree that it is their intention that the Per Share Amount will result in the net earnings or losses, as the case may be, of the Company and the Subsidiaries (other than the net earnings or losses, as the case may be, of the Asset Manager E...
Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, each of the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from each of the Sellers, all of the Membership Interests owned by such Seller (as set forth opposite such Seller’s name under the heading “Membership Interests Owned” on Annex I).
Purchase and Sale of the Membership Interests. Upon and subject to the terms and conditions of this Agreement, and following the assignment by LCP of its rights under the Option to Buyer as contemplated by Section 1.2, at the Closing, Seller will sell, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than such Encumbrances relating to restrictions on transfer expressly contained in the A&R Company LLC Agreement), and Buyer will purchase and acquire from Seller, the Offered Membership Interest.
Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, effective upon the Closing, Purchaser shall purchase the Membership Interests from Seller, and Seller shall sell, assign, transfer, convey and deliver the Membership Interests to Purchaser, free and clear of all Liens, for the consideration specified in Section 2.2.
Purchase and Sale of the Membership Interests. Subject to the terms and conditions of this Agreement, at the Time of Closing each Seller shall sell, assign and transfer the Membership Interest owned by it to Purchaser and Purchaser shall purchase the Membership Interest from such Seller, free and clear of all Encumbrances.
Purchase and Sale of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall purchase the Membership Interests from Seller, and Seller shall sell, assign, transfer, convey and deliver the Membership Interests to Purchaser, free and clear of all Liens, for the consideration specified in Section 2.2.
Purchase and Sale of the Membership Interests. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver all of its Membership Interests to the Buyer, and the Buyer shall purchase Seller’s Membership Interests from the Seller, for an aggregate purchase price of U.S.$6,252,245.00 (the “Purchase Price”), as determined pursuant to Schedule 2.1(a) of the Disclosure Schedules.
(b) As of the Closing, the Seller shall no longer own any Membership Interests or other interests in the Company and shall be deemed to have resigned as a member of the Company. The Buyer consents to the resignation of the Seller as a member of the Company as of the Closing.
(c) As soon as practicable, and in any event not later than one hundred eighty (180)days after the Closing, the Seller shall provide the Buyer with a proposed allocation of the Purchase Price, as adjusted for federal income Tax purposes to take into account the liabilities of the Company, among the assets of the Company by asset category in accordance with the principles of Section 1060 of the Code (the “Proposed Allocation”). The Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If the Buyer delivers a notice of objection to the Seller during that thirty (30) day period, the Seller and the Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If the Buyer makes no objection during that thirty (30) day period or the Seller and the Buyer agree on an allocation within the thirty (30) day period following the Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on the Seller and the Buyer (the “Agreed-Upon Allocation”). If the Seller and the Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to the Seller of the Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by a nationally recognized independent accounting firm mutually selected by the Buyer and the Seller (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Secti...
