SALE AND TRANSFER OF MEMBERSHIP INTEREST Sample Clauses

SALE AND TRANSFER OF MEMBERSHIP INTEREST. 1 Section 2.1 Purchase and Sale 1 Section 2.2 Purchase Price; Purchase Price Adjustment 2 Section 2.3 Closing 2 Section 2.4 Closing Deliveries 2
Sample 1Sample 2
AutoNDA by SimpleDocs
SALE AND TRANSFER OF MEMBERSHIP INTEREST. 1.1 Membership Interest in Powerdyne RC. Seller Company hereby sells, conveys, transfers, assigns, and delivers to Purchaser, and Purchaser hereby purchases and acquires from Seller Company, all right, title, and interest in and to 100.00% of the total membership interest in Powerdyne RC, which are owned by Seller Company (the “Purchased Membership Interest”), free and clear of any Encumbrances.
Sample 1
SALE AND TRANSFER OF MEMBERSHIP INTEREST. On the terms and subject to the conditions contained in this Agreement, at the Closing (as hereinafter defined) Searxx xxxll contribute, assign, transfer, covex xxx deliver the Searxx Xxxbership Interest to CUI, free and clear of any and all liens, claims, encumbrances, pledges, security interests, options, rights of first refusal, community 2 property interests, restrictions and any other adverse interests of any kind or nature whatsoever, and CUI shall acquire and accept the Searxx Xxxbership Interest from Searxx.
Sample 1
SALE AND TRANSFER OF MEMBERSHIP INTEREST. On the terms and subject to the conditions contained in this Agreement, at the Closing (as hereinafter defined) Sconxxxx xxxll sell, 2 assign, transfer, covex xxx deliver the Sconxxxx Xxxbership Interest to CUI, free and clear of any and all liens, claims, encumbrances, pledges, security interests, options, rights of first refusal, community property interests, restrictions and any other adverse interests of any kind or nature whatsoever, and CUI shall acquire and accept the Sconxxxx Xxxbership Interest from Sconxxxx.
Sample 1
SALE AND TRANSFER OF MEMBERSHIP INTEREST 
Sample 1

Related to SALE AND TRANSFER OF MEMBERSHIP INTEREST

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

Time is Money Join Law Insider Premium to draft better contracts faster.