Sale of the Membership Interests Sample Clauses

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.
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Sale of the Membership Interests. Subject to the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, Sellers hereby sells, assigns, transfers and delivers the Membership Interests to Purchaser, and Purchaser purchases the Membership Interests from the Sellers (the “Transaction”).
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 Bxxxxx (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 Bxxxxx 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. 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, 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. 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.
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Sale of the Membership Interests 

Related to Sale of the Membership Interests

  • 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.

  • 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:

  • 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 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.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • 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.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • 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.

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