Sale and Purchase of the Membership Interests. The Sellers shall sell, free and clear of Liens or any encumbrances, and Purchaser shall purchase from the Sellers, one hundred percent (100%) of the issued and outstanding membership interests of the Company, consisting of one million (1,000,000) membership interests (the “Membership Interests”). Accordingly, following the Closing Date, all assets and liabilities of the Company shall be transferred to Purchaser, including but not limited to all obligations and liabilities associated with the Parata 500 Strip Packaging strip and one (1) motor vehicle as set forth herein.
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells, conveys, assigns, transfers and delivers to the Buyer, and the Buyer hereby purchases, free and clear of all Encumbrances, the Membership Interests from Seller.
Sale and Purchase of the Membership Interests. The Sellers hereby agree to sell, assign, transfer and convey the Membership Interests to the Purchaser, and the Purchaser agrees to purchase the Membership Interests from the Sellers, effective as of the Closing Date, upon and subject to the terms and conditions herein set forth.
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Seller shall transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest in, to and under the Membership Interests (the “Sale”), free and clear of all Liens (other than restrictions on transfer arising under applicable state and federal securities Laws or Liens created by or to the extent resulting from actions of Purchaser).
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell to the Buyer, and the Buyer hereby agrees to purchase from the Sellers, 100% of their Membership Interest in Eagle for the consideration of Buyer paying the following: (a) the cash sum of Forty Nine Million U.S. Dollars (US$49,000,000.00) delivered to the Sellers as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; (b) the cash sum of One Million U.S. Dollars (US$1,000,000.00) paid into Escrow as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; and (c) to the Sellers five hundred thousand shares (500,000) of common stock in Buyer at a valuation price calculated as follows: the five (5) day rolling average hi/lo mean price of the Buyer’s common stock for the five (5) Business Days preceding the Closing Date distributed as provided on Exhibit C which is attached to this Agreement on or before the Closing Date (altogether referred to herein as the “Purchase Price”).
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell to the Buyer, and the Buyer hereby agrees to purchase from the Sellers, 100% of their Membership Interest in Eagle for the consideration of Buyer paying all of the following: (a) the cash sum of Forty Nine Million U.S. Dollars (US$49,000,000.00) delivered to the Sellers as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; (b) the cash sum of One Million U.S. Dollars (US$1,000,000.00) paid into Escrow as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; and (c) to the Sellers five hundred thousand (500,000) shares of Common Stock and Warrants for the Sellers to acquire three million (3,000,000) shares of Common Stock at $0.90 per share to be awarded and paid as follows: (i) at Closing, Buyer shall execute and transfer to the Sellers Warrants for three million (3,000,000) shares at ninety cents US ($0.90) per share of issued, fully-paid and non-assessable shares of common stock of Blast Energy Services, Inc. subject to the Warrant Agreement and in the form set forth in Exhibit G and its Exhibit A I-V attached to this Extension.
Sale and Purchase of the Membership Interests. Subject to the -------------------------------------------------- terms and conditions of this Agreement, at the Closing on the Closing Date Seller will transfer, sell and assign the Membership Interests to Purchaser and Purchaser will purchase the Membership Interests from Seller.
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Sellers shall sell, transfer and deliver to the Buyer all Company Interests owned by them, and the Buyer shall purchase from the Sellers all such Company Interests, which collectively constitute one hundred percent (100%) of the issued and outstanding membership interests of the Company, all of which shall be transferred to the Buyer free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind, except those contemplated by the terms of this Agreement or arising under applicable federal and state securities laws.
Sale and Purchase of the Membership Interests. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing referred to in Section 2.1 hereof, the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept delivery of, the Membership Interests, free and clear of any and all Liens, other than restrictions on transfer under applicable federal and state securities laws.
(b) To effect the transfers contemplated by Section 1.1(a), at the Closing, the Seller shall deliver or cause to be delivered to the Buyer, against payment therefor in accordance with Section 1.2 hereof, certificates representing the Membership Interests, accompanied by transfer powers duly executed in blank and otherwise in a form acceptable to the Buyer for transfer on the books of the Company.
Sale and Purchase of the Membership Interests. Subject to the provisions and conditions contained herein, the Members hereby agree to sell, transfer, assign, convey and deliver to Maverick at the Closing, as hereinafter defined, and Maverick hereby agrees to purchase and accept from the Members, all of their respective right, title and interest in and to the Membership Interests, free and clear of any liens, pledges, security interests, claims or encumbrances of any kind.
