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. 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 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:
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 compliance with Section 7.04(c), 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 of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, ☐ All of Seller’s membership interests in and to the Company ☐ A portion of Seller’s membership interests in and to the Company consisting of % of the issued and outstanding membership interests or units in and to the Company together with any and all rights, privileges, and interests in the Company resulting from, associated with or arising from the foregoing Membership Interests, as provided in the Company’s Articles of Organization, Operating Agreement and governing law, as applicable (all of the foregoing, and the membership interests being conveyed and sold pursuant to this Agreement, collectively, the “Membership Interests”).
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, Telos shall, at the Closing deliver to Buyer the Interest. Telos shall transfer the Interest to Buyer free and clear of all liens, security interests, encumbrances, pledges, charges, voting trusts, equities and other restrictions on transfer of any nature whatsoever (collectively, “Adverse Claims”).
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.
