Sale of Membership Interests Sample Clauses

Sale of Membership Interests. Subject to the terms and conditions of this Agreement, Seller agrees to sell and assign to Buyer, and Buyer agrees to purchase and pay for, at Closing, all of the Membership Interests.

Sale of Membership Interests. The Company shall not dispose of, nor issue, any Equity Interests in any Transaction Subsidiary to any Person.

Sale of Membership Interests. Seller hereby agrees to cause the Selling Parties to sell to Buyer the membership interests in the limited liability company to be formed which will hold fee simple title to the Lot, upon the terms and subject to the conditions hereinafter set forth.

Sale of Membership Interests. Subject to the terms and conditions hereinafter set forth, on the Closing Date, Sellers shall sell to the Company, or its designee, and the Company, or its designee, shall purchase from Sellers, all of the issued and outstanding membership interests of ZoneCare (“Membership Interests”) for the aggregate consideration as is set forth herein (the “Consideration”), which Consideration shall be allocated among the members of ZoneCare in accordance with their pro rata ownership (“Ownership Interests”) and except as set forth herein shall be paid by Buyer by wire transfer of immediately available funds to such account(s) as the Member Representative shall designate. As payment in full for the Membership Interests, the Company shall, against delivery of a certificate or certificates evidencing the Membership Interests from Sellers registered in the Company’s name, pay an amount equal to Twenty Five Million Dollars ($25,000,000) (“Purchase Price”) for the Membership Interests as follows: (a) Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000) (“Escrow Amount”) shall be placed in escrow to be disbursed pursuant to the Escrow Agreement and the terms outlined herein. (b) A cash payment by wire transfer of immediately available funds to such account or accounts as the Member Representative shall designate in the aggregate amount of Twenty Two Million Five Hundred Thousand and 00/100 Dollars ($22,500,000) (“First Payment”). The Member Representative shall require that One Million Three Hundred Thousand Dollars ($1,300,000) of the First Payment (“Holdback Amount”) be delivered on behalf of the Sellers by wire transfer to a single account designated by the Member Representative to satisfy potential future obligations of the Sellers including, without limitation, bonuses to be paid to Zonecare employees, attorneys’ fees and costs. The Holdback Amount shall be held on behalf of each Seller in accordance with their Membership Interests with the Member Representative to determine the use of said Holdback Amount in his sole discretion. When the Member Representative deems it appropriate in his sole discretion, any remaining amounts distributed from the Holdback Amount to the Sellers shall be distributed to the Sellers pro rata based on their respective Membership Interests. Sellers agree to release and hold harmless Member Representative from any and all Losses or other liabilities and claims related to the Member Representative’s use of the Holdback Amount.

Sale of Membership Interests. The Company desires to issue units of Membership Interest in accordance with this Agreement and the Company's LLC Agreement as defined below at a price of $50,000.00 (FIFTY THOUSAND) per unit, with a minimum purchase of 1 unit (the “Minimum Investment Amount”) and with a maximum purchase of no more than 1/2 (a half) of the amount of Minimum to Close as defined below (the “Maximum Investment Amount”); provided, however, that the Manager may elect to accept less than the Minimum Investment Amount or to designate an alternative Minimum Investment Amount from time to time, in its sole discretion. The Purchaser’s purchase price (“Purchase Price”) will be held by the Company until: (a) the Company has received total subscriptions of $ (the “Minimum to Close”) or any greater amount that, in the good faith judgment of the Manager, is needed to consummate the anticipated Investment,

Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, at the “Closing” (as defined in Section 2.1 hereof) Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, all of the Membership Interests, free and clear of any and all liens, charges, security interests, mortgages, hypothecations, pledges, claims and other encumbrances (collectively, “Liens”).

Sale of Membership Interests. Subject to compliance with Section 10.4(d), each Drag-along Member shall sell in the Drag-along Sale all of the Membership Interests held by such Drag-along Member.

Sale of Membership Interests. Subject to the terms and conditions hereinafter set forth, on the Closing Date, Sellers shall sell to the Company, or its designee, and the Company, or its designee, shall purchase from Sellers, all of the issued and outstanding membership interests of RedEarth (“Membership Interests”) for the aggregate consideration as is set forth herein (the “Consideration”), which Consideration shall be allocated among the members of RedEarth in accordance with their pro rata ownership (“Ownership Interests”). As payment in full for the Membership Interests, the Company shall, against delivery of a certificate or certificates evidencing the Membership Interests from Sellers registered in the Company’s name, deliver a promissory note (the “Note”, a copy of which is attached hereto as Exhibit B) in the amount of $900,000 USD (NINE HUNDRED THOUSAND DOLLARS) and 52,732,969 (FIFTY TWO MILLION, SEVEN HUNDRED AND THIRTY-TWO THOUSAND AND NINE HUNDRED AND SIXTY-NINE) shares of common stock in MJ Holdings, Inc., a company traded on the OTC Markets under ticker symbol MJNE (the “Shares”), (“Purchase Price”) for the Membership Interests as follows: (a) Sellers (a) understands that the MJ Shares being issued have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (b) is acquiring the MJ Shares solely for its own account for investment purposes, and not with a view to the distribution thereof, (c) is a sophisticated investor with knowledge and experience in business and financial matters, (d) has received certain information concerning the MJ Shares and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the MJ Shares, (e) is able to bear the economic risk and lack of liquidity inherent in holding the MJ Shares and (f) is an Accredited Investor as defined by Regulation D of the Securities Act of 1933. Note and Shares issued shall bear legends in substantially the following form: 2 THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APP...

Sale of Membership Interests. On the terms and subject to the conditions of this Agreement, and except as provided in Section 1.2, the Seller is hereby transfering, conveying and assigning (or causing to be transferred, conveyed and assigned) to the Purchaser, and the Purchaser is hereby purchasing and acquiring from the Seller, simultaneously with the execution of this Agreement, 100% of the Membership Interests of the Company, including all of the Company’s right, title and interest in and to certain assets that are used in the Company’s business (the “Purchased Assets”). As used herein the term “

Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller subject to the Assumed Liabilities (as defined below), all of Seller’s right, title and interest in and to (i) 100% of the membership interests of Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) 100% of the membership interests of Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) 100% of the membership interests of Here to Serve – Georgia Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”); (collectively, the “Membership Interests”). “Assumed Liabilities” means only those obligations listed on Schedule 2.1 hereof. The Parties agree and acknowledge that no liabilities other than the Assumed Liabilities will be assumed by the Buyer.