Sale of Membership Interests and Closing Sample Clauses

Sale of Membership Interests and Closing. 11 2.01 Purchase and Sale 11 2.02 Payment of Purchase Price 11 2.03 Closing 11 2.04 Aggregate Net Working Capital Adjustment Amount 12 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 15 3.01 Existence 15 3.02 Authority 15 3.03 No Consent 15 3.04 No Conflicts 15 3.05 Regulatory Matters 15 3.06 Legal Proceedings 16 3.07 Brokers 16 3.08 Compliance with Laws 16 3.09 HoldCo and the Subsidiary 16 3.10 No Undisclosed Liabilities 17 3.11 Taxes 17 3.12 Employees 19 3.13 The Company Contracts 19 3.14 Real Property 20 3.15 Title Policy 20 3.16 Environmental 20 3.17 Permits 21 3.18 Affiliate Transactions 22 3.19 Intellectual Property 22 3.20 Insurance 22 3.21 Financial Statements 23 (continued) ii TABLE OF CONTENTS (continued)
Sample 1
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Sale of Membership Interests and Closing. 15 2.01 Purchase and Sale 15 2.02 Payment of Purchase Price 15 2.03 Closing 16 2.04 Replacement of Support and Affiliate Obligations 16
Sample 1
Sale of Membership Interests and Closing. 2.01 Purchase and Sale 13 2.02 Payment of Purchase Price 14 2.03 Closing 14 2.04 Aggregate Net Working Capital Adjustment Amount 15 2.05 Tested Capacity Adjustment Amount 18 2.06 Tested Heat Rate Adjustment Amount 18 2.07 Insurance Premium Adjustment 18 2.08 VWAP Adjustment 18 2.09 CSA Adjustment 19 2.10 O&M Adjustment. 19 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 3.01 Existence 20 3.02 Authority 20 3.03 No Consent 20 3.04 No Conflicts 20 3.05 Regulatory Matters 20 3.06 Legal Proceedings 20 3.07 Brokers 21 3.08 Compliance with Laws 21 3.09 Holdco and the Project Company 21 3.10 No Undisclosed Liabilities 22 3.11 Taxes 22 3.12 Employees 24 3.13 The Company Contracts 24 3.14 Real Property 25 3.15 Title Policy 26 3.16 Environmental 26 3.17 Permits 26 3.18 Affiliate Transactions 27 3.19 Intellectual Property 27 3.20 Insurance 28 3.21 Financial Statements 28 3.22 Absence of Changes 28 3.23 Sufficiency of Assets; Tangible Personal Property 29 3.24 Bank Accounts 30 3.25 Regulatory Status 30 3.26 Support Obligations 30 3.27 Disclosures 30 3.28 Projections 30 3.29 No Other Warranties 30 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER 4.01 Existence 31 4.02 Authority 31 4.03 No Consent 31 4.04 No Conflicts 31 4.05 Permits and Filings 32 4.06 Legal Proceedings 32 4.07 Purchase for Investment 32 4.08 Brokers 32 4.09 Governmental Approvals 32 4.10 Compliance with Laws 32 4.11 Due Diligence 32 ARTICLE 5 COVENANTS OF SELLER 5.01 Regulatory and Other Permits 33 5.02 Access to Information 33 5.03 Notification of Certain Matters 33 5.04 Conduct of Business 34 5.05 Insurance Claims 37 5.06 Casualty Loss 37 5.07 Seller Parent Guaranty. 38 5.08 Fulfillment of Conditions 38 5.09 Further Assurances 38 5.10 Reports 38 ARTICLE 6 COVENANTS OF PURCHASER 6.01 Regulatory and Other Permits 39 6.02 Fulfillment of Conditions 39 ii 6.03 Further Assurances 39 6.04 NYLD Acquisition Agreement Support. 39
Sample 1
Sale of Membership Interests and Closing. 11 2.01 Purchase and Sale 11 2.02 Payment of Purchase Price 11 2.03 Closing 11 2.04 Aggregate Net Working Capital Adjustment Amount 12 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 15 3.01 Existence 15 3.02 Authority 15 3.03 No Consent 15 3.04 No Conflicts 15 3.05 Regulatory Matters 15 3.06 Legal Proceedings 16
Sample 1
Sale of Membership Interests and Closing 
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Related to Sale of Membership Interests and Closing

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • 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.

  • 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.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows: (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner or Assignee would otherwise be entitled in respect of the Redeemable Interests will accrue or be made. (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, in the discretion of the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 10% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (iii) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or Assignee or his duly authorized representative shall be entitled to receive the payment therefor. (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests. (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee as nominee of a Person determined to be other than an Eligible Citizen. (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner in a Citizenship Certification delivered in connection with the Transfer Application that he is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

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