Sale and Purchase of Membership Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date each Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from each Seller, all Membership Interests of the Company owned by such Seller set forth opposite such Seller's name on Annex A attached hereto.
Sale and Purchase of Membership Interests. At the Closing, on the terms and subject to the conditions of this Agreement, each of the Members will sell, transfer and deliver or cause to be delivered to Buyer, free and clear of any Liens, the Membership Interests, and Buyer will purchase the Membership Interests.
Sale and Purchase of Membership Interests. 1 2.1Purchase of Membership Interests 1 2.2Purchase Price 1 2.3Closing 2 2.4Closing Deliveries by Sellers 2 2.5Closing Deliveries by Buyer 2 2.6Purchase Price Calculation 2 2.7Withholding 3 Article 3 REPRESENTATIONS AND WARRANTIES OF SELLERS 3 3.1Organization and Qualification 3 3.2Authority, Due Execution; Binding Effect 3 3.3Capitalization 4 3.4No Subsidiaries 4 3.5No Conflict 4 3.6Consents and Approvals 4 3.7Title 4 3.8Financial Statements; Undisclosed Liabilities 5 3.9Books and Records 5 3.10Compliance with Laws; Permits; Proceedings 5 3.11Absence of Change 6 3.12Material Contracts 6 3.13Real Property 6 3.14Tax Matters 7 3.15Environmental Matters 8 3.16Intellectual Property 9 3.17Benefit Plans 10 3.18Broker-Dealer Representations 10 3.19Brokers 13 3.20Full Disclosure 13 3.21Restricted Shares 13 3.22Stock Legends 14 Article 4
Sale and Purchase of Membership Interests. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 3.1 hereof), the Seller shall sell and deliver to the Purchaser, and the Purchaser shall purchase from the Seller for the Purchase Price (as defined in Section 2.1 hereof) an aggregate of all of the issued and outstanding Membership Interests of the Company.
Sale and Purchase of Membership Interests. At the Closing, subject to all of the conditions precedent stated in Articles VIII and IX being satisfied or waived, the sale and purchase of the Membership Interest shall occur and become effective in accordance with the provisions of this Agreement.
Sale and Purchase of Membership Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date, and following completion of the transactions set forth in Section 2.1, Sellers agree to and shall sell to Purchaser, free and clear of any and all Liens (other than any transfer restrictions imposed by reason of the issuance of securities without registration under federal and state securities Laws), and Purchaser agrees to and shall purchase from Sellers, all of the Membership Interests.
Sale and Purchase of Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing (defined below), the Purchaser shall purchase from the Seller all of the Class A Membership Interests in exchange for a total purchase price of $250,000 (the “Exchange”).
Sale and Purchase of Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Holdings shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Holdings, all of the right, title and interest of Holdings in and to the Membership Interests free and clear of all Liens.
Sale and Purchase of Membership Interests. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller agrees to sell, transfer, grant, bargain, convey and deliver to Buyer free and clear of all Liens, and Buyer agrees to purchase from Seller, all right, title and interest of Seller in and to the Membership Interests.
Sale and Purchase of Membership Interests. 1 1.1 Sale and Purchase of Membership Interests 1
