Purchase of the Membership Interests. At the Closing (as defined) and subject to and upon the terms and conditions of this Agreement, the Sellers hereby agree to sell, transfer, convey, assign and deliver to the Buyer, and the Buyer hereby agrees to purchase, acquire and accept from the Sellers, all outstanding Membership Interests in consideration for the payment to each of the Sellers of their pro rata portion of the Purchase Price (as defined). The Buyer’s obligation hereunder with regard to each Seller is contingent and conditioned upon each Seller fulfilling its respective conditions and obligations hereunder.
Purchase of the Membership Interests. Subject to the terms and upon the conditions set forth in this Agreement, Buyer and Buyer Parent agree to acquire from Sellers, and Sellers agrees to transfer to Buyer and Buyer Parent, all of each such Seller's right, title, and interest in and to the Membership Interests, free and clear of all Encumbrances, in such amounts to Buyer and Buyer Parent as set forth on Schedule 1.1, in exchange for the Aggregate Purchase Price (as defined below), paid by Buyer and Buyer Parent (the "Transaction"). The "Aggregate Purchase Price" for the Purchased Interests shall be an amount equal to the sum of the following, without duplication, (i) the Aggregate Closing Payment, subject to adjustment, if any, pursuant to Section 1.4 and (ii) the portion, if any, of the Earnout Payment, including the portion, if any, of the Equity Consideration, due in accordance with this Agreement.
Purchase of the Membership Interests. On the Closing Date, Seller shall sell, assign and deliver the Membership Interests to Purchaser, and Purchaser shall purchase and acquire the Membership Interests from Seller, free and clear of all Encumbrances. At Closing, Seller shall deliver to Purchaser a certificate representing the Membership Interests. The obligation of either party to consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, unless waived in writing by such party:
Purchase of the Membership Interests. Upon the terms and subject to the conditions hereof, and upon the basis of the agreements, representations and warranties contained in this Agreement, on the Closing Date, Sellers shall sell to Purchaser, and Purchaser shall purchase and acquire from Sellers, the Membership Interests for the consideration specified in Section 2.3 below.
Purchase of the Membership Interests
