Sale of Membership Interest. Seller agrees to sell, transfer, assign and convey the Membership Interest to Purchaser, and Purchaser agrees to purchase and accept transfer of the Membership Interest pursuant to the terms and conditions set forth in this Agreement. The Membership Interest shall be transferred to Purchaser free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, voting agreements, claims, and any other matters affecting title thereto (other than the LLC's operating agreement (the "LLC Operating Agreement")).
Sale of Membership Interest. Sellers hereby agree to sell and deliver to Buyer, and Buyer hereby agrees to purchase from Sellers, 100% of the membership interests of the Company, apportioned as indicated on the signature page, attached hereto.
Sale of Membership Interest. Subject to the provisions set forth in Section 10.2(b), if the Offeree Members do not purchase all of the Offered Membership Interest then:
Sale of Membership Interest. Seller shall sell to Buyer, and Buyer shall purchase and acquire from Seller, free of all liabilities and encumbrances, except those hereinafter expressly provided, and subject to all the terms and conditions hereinafter set forth, all of the right, title and interest of Seller in and to Epicurean, which will equal one hundred percent (100%) of all membership interests in Epicurean at the time of Close.
Sale of Membership Interest. Upon the terms and subject to the provisions of this Agreement the Sellers agree that they will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, except as otherwise set forth herein, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, sixty percent (60%) of the limited liability company membership interest (the, “Purchased Interest”) of the Company and any and all outstanding membership interests, or the rights to acquire same, of the Company, other than those of the Buyer, shall be terminated and/or cancelled. After the closing of this Agreement, the Buyer shall own one hundred percent (100%) of the Company and no other party shall own, or have the right to acquire, any membership interest in the Company.
Sale of Membership Interest. The Subscriber agrees to contribute, and the Company agrees to accept from Subscriber, the sum of $356,718.90 as a capital contribution to Company in exchange for a membership interest in the Company as described below.
Sale of Membership Interest. Contemporaneously with the execution, acknowledgment, sealing and delivery of this Agreement, Purchaser hereby purchases from Seller, and Seller hereby sells, conveys, assigns and transfers to Purchaser, the Membership Interest, and all of Seller’s right, title and interest in and to the Company, including all right, title, and interest in and to all Company assets, liabilities, and rights to future profits.
Sale of Membership Interest. Seller agrees to sell, transfer, assign and convey the Membership Interest to Purchaser, and Purchaser agrees to purchase and accept transfer of the Membership Interest pursuant to the terms and conditions set forth in this Agreement. The Membership Interest shall be transferred to Purchaser free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, voting agreements, claims, and any other matters affecting title thereto (other than Cxxx Madison’s operating agreement (the “Cxxx Madison Operating Agreement”)).
Sale of Membership Interest. Subject to the terms and conditions of this Agreement and the related limited liability company (operating) agreement of the Company (the “Operating Agreement”) agreed by the Subscriber concurrently with the Subscriber’s subscription for an Interest through the RealtyShares Marketplace, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Membership Interest (if accepted by the Company, the “Purchase”) in the amount of the total subscription price set forth in the final Summary of Terms or updating notification posted on the investor’s “dashboard” on the RealtyShares Marketplace (the “Purchase Price”), which amount must (initially) be in increments of $1,000. The Purchase Price, when debited (at a time of the Company’s choosing) by a third-party billing service from the Subscriber’s bank or other account indicated as part of the Subscriber’s subscription for an Interest through the RealtyShares Marketplace, will be held in an escrow account of North Capital Private Securities Corporation, a Delaware corporation and a self-clearing broker-dealer (“North Capital”) registered with the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FINRA”), and other applicable state or other regulators, holding funds at TriState Capital Bank or another designee, until such time (but in any event no longer than 120 days from the date of the Subscription) as the Company directs that the funds be made available (i) to the sponsor of the underlying real estate project or (ii) to the Manager or its affiliates to repurchase any redeemable interests of the Company earlier issued to the Manager for cash as a bridge financing accommodation pursuant to Section 1.05. The offering of Membership Interests is conducted through the website marketplace xxx.xxxxxxxxxxxx.xxx (the “RealtyShares Marketplace”) operated by RealtyShares, Inc., a Delaware corporation and the sole member and manager of the Manager. The offering materials to be reviewed and considered by investors with respect to an offering of Membership Interests include (i) the information described in that portion of the RealtyShares Marketplace that specifically relates to the offering of Membership Interests (as amended and supplemented through and until the closing of the offering, the “Marketplace Offering-Specific Information”), (ii) the private placement memorandum relating to the offering (including the “Risk Factors” discussed therein, the “Memora...
Sale of Membership Interest. Subject to the terms and conditions of this Agreement and the related limited liability company agreement of the Company that the Subscriber is delivering to the Company contemporaneously herewith (the “Operating Agreement”), the Subscriber hereby irrevocably subscribes for and agrees to purchase the Membership Interest (if accepted by the Company, the “Purchase”) in the amount of the total subscription price set forth on the signature page of this Agreement (the “Purchase Price”), which amount must (initially) be in increments of $1,000. The Purchase Price will be held in an escrow account at Atlantic Capital Bank, a Georgia banking corporation, until such time that the Company raises the applicable offering amount (but in any event no longer than 120 days), at which point the entire balance shall be immediately available to the Company for use in furtherance of its business. The Subscriber is aware that in the event that the Company raises additional capital, the Subscriber may incur a dilution of the Subscriber’s Interest in the Company. The total subscription amounts raised by the Company may vary depending on the transaction; the maximum amount will be determined by the size of the real estate project that is the subject of the investment. Larger-than-expected raises (for example) generally mean that the Company is accordingly receiving a larger-than-expected investment portion in the subject of the Company’s investment. The Company has the right to raise the incremental subscription amount for any reason. In the event that the Company raises the incremental subscription amount after a subscription agreement has been submitted to the Company with an incremental subscription amount less than the raised incremental subscription amount, the Company shall have the option of rejecting the Subscriber’s Purchase request. The Subscriber understands that the Purchase Price is payable with the execution and submission of this Agreement, and accordingly the Subscriber is contemporaneously herewith remitting to the Company the Purchase Price, which will be paid through the Company’s website.
