Sale of the Membership Interests Clause Samples

Sale of the Membership Interests. On the Closing Date, the Members shall sell, transfer and assign all of the Membership Interests to Buyer, and Buyer shall tender the Purchase Price to the Members in the amounts to each Member as set forth in Schedule A hereto, subject to the conditions of this Agreement. The Purchase Price shall be paid at Closing as follows: (a) the cash portion of the Purchase Price shall be paid in such amounts as set forth on Schedule A hereto; (b) certificates in such amounts as set forth on Schedule A hereto representing the Consideration Shares less the Escrow Share Amount; and (c) the Escrow Share Amount shall be deposited in escrow through the delivery to the Escrow Agent on the Closing Date of the Escrow Share Certificates and shall be held for the Escrow Period and distributed as soon as practicable following expiration of the Escrow Period in accordance with the terms of the Escrow Agreement to satisfy any and all claims made by Buyer or any other Buyer Indemnitee against Daily Engage or the Members pursuant to Section 9 hereof. (d) The issuance of the Consideration Shares shall be exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act and shall be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act.

Sale of the Membership Interests. At the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase, accept and acquire from Seller the Membership Interests. The Membership Interests will be transferred to each of RBS, FJS, RBSJR, PJA and WJM in the proportion set forth on Schedule 2.01 hereto.

Sale of the Membership Interests. Effective upon delivery of those closing deliverables identified in Section 7 hereof, the Member shall sell, transfer and assign all of the Membership Interests to Buyer, and Buyer shall issue to the Member a certificate representing the Consideration Shares, which Consideration Shares shall be exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act and shall be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act.

Sale of the Membership Interests. At the Closing provided for in Article 3, upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, the Membership Interests, free and clear of all Encumbrances other than transfer restrictions imposed thereon by Law for an amount equal to the Estimated Purchase Price.

Sale of the Membership Interests a. The Seller hereby sells and transfers, and Buyer hereby purchases, the Membership Interests, free and clear of Encumbrances (other than transfer restrictions of general applicability imposed by securities laws). b. The sale and transfer of the Membership Interests shall be effective as of the date hereof, and all rights, benefits, privileges, obligations, risk and liabilities attached to the Membership Interests, subject to the terms of this Agreement, are assumed by the Buyer as of such date. c. The Parties agree to do, sign and execute all acts, deeds, documents, instruments and corporate proceedings as may be necessary or desirable to give full force and effect to this Agreement.

Sale of the Membership Interests. On the Closing Date, the Members shall sell, transfer and assign all of the Membership Interests to Buyer in exchange for the consideration and the Purchase Price shall be paid as follows (the "Purchase Price"): (a) On the Closing Date, the Buyer shall (i) tender the Members and B▇▇▇▇▇ (A) the Closing Notes, and (B) Irrevocable Instructions in form attached hereto as Exhibit G and incorporated herein by such reference for the issuance of the Closing Consideration Shares, each in such amounts as set forth on Schedule A attached hereto, and (ii) forgive all amounts due under the Daily Engage Promissory Notes; (b) On the Closing Date, the certificates representing the Year-One Earnout Shares, Year-Two Earnout Shares and Year-Three Earnout Shares, in such amounts as set forth on Schedule A attached hereto, shall be deposited in escrow with the Escrow Agent under the terms of the Escrow Agreement. While such Earnout Shares remain subject to the terms of the Escrow Agreement such shares shall be considered issued but not outstanding and no Member shall have any rights as a shareholder with respect to such shares; (c) Within sixty (60) days following the end of the Year-One Earnout Period, the Buyer shall provide the Members with such documents as shall be reasonably necessary to determine if the Year-One Daily Engage Target has been met. If the Year-One Daily Engage Target has been met: (i) the Buyer shall promptly notify the Escrow Agent that such shares may be released from the escrow in such amounts and to such individuals as set forth on Schedule A attached hereto; and (ii) within sixty (60) days thereafter shall tender the Year-One Earnout Cash to the Members in such amounts as set forth on Schedule A attached hereto. If the Year-One Daily Engage Target has not been met, neither the Members nor Belani shall be entitled to the Year-One Earnout Shares and/or the Year-One Earnout Cash; provided, however, that if the Year-Two Daily Engage Target is met, at the time of payment of the Year-Two Earnout Shares and the Year-Two Earnout Cash, the Members and B▇▇▇▇▇ shall also be entitled to receive the Year-One Earnout Shares and the Year-One Earnout Cash; (d) Within sixty (60) days following the end of the Year-Two Earnout Period, the Buyer shall provide the Members with such documents as shall be reasonably necessary to determine if the Year-Two Daily Engage Target has been met. If the Year-Two Daily Engage Target has been met: (i) the Buyer shall promptly notify t...

Sale of the Membership Interests. Notwithstanding Section 2.2, the parties hereto agree as follows: (a) Subject to the terms and conditions of this Agreement, TILC hereby Sells to Rail I Fund, without recourse (except to the extent specifically provided herein), all its right, 2 title and interest in and to 99.53% of its Triumph Membership Interests (representing 42.3559% of all Membership Interests in Triumph Rail), and (y) in exchange for such Sale, Rail I Fund hereby Sells to TILC, without recourse (except to the extent specifically provided herein), all its right, title and interest in and to 100% of its RIV Membership Interests (representing 69.4526% of all Membership Interests in RIV Rail). (b) The Sales of (i) the Triumph Membership Interests by TILC to Rail I Fund and (ii) the RIV Membership Interests by Rail I Fund to TILC pursuant to this Agreement are, and are intended to be, absolute, irrevocable and unconditional assignments and conveyances of ownership (free and clear of any Encumbrances) of all of the right, title and interest in, to and under the relevant Membership Interests of each of TILC and Rail I Fund, as the case may be, for all purposes and, except to the extent specifically provided herein, without recourse. (c) On and after the date of this Agreement, (x) TILC shall own 100% of the Membership Interests in RIV Rail, (y) TILC shall own 0.2% of the Membership Interests in Triumph Rail and (z) Rail I Fund shall own 99.8% of the Membership Interests in Triumph Rail. Neither TILC nor Rail I Fund shall take any action inconsistent with such ownership and shall not claim any ownership interest in such Membership Interests that were sold by TILC and Rail I Fund, as the case may be, hereunder.

Sale of the Membership Interests