Common Contracts
12 similar Membership Interest Purchase Agreement contracts by Healthways, Inc, Par Petroleum Corp/Co, Adex Media, Inc., others
Unaudited Pro Forma Condensed Combined Financial InformationMembership Interest Purchase Agreement • March 18th, 2024 • Landsea Homes Corp • Operative builders
On January 8, 2024, Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”) entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”) with Antares Acquisition, LLC (“Antares”) and the sellers named therein, to acquire all of the outstanding membership interests of Antares for an aggregate cash purchase price of $185.0 million, exclusive of the repayment of Antares’ debt and subject to certain post-closing adjustments. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of the Company and Antares, adjusted to give effect to the completion of the acquisition of Antares (the “Antares Acquisition”).
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTSMembership Interest Purchase Agreement • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
On February 9, 2023 (the “Closing Date”), Avalon GloboCare Corp. (the “Company”) entered into and closed an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals (each an “Owner” and collectively, the “Owners”), and Laboratory Services MSO, LLC. The Amended MIPA amends and restates, in its entirety, that certain Membership Interest Purchase Agreement, dated November 7, 2022 (the “Original MIPA”).
ContractMembership Interest Purchase Agreement • June 3rd, 2022 • XCel Brands, Inc. • Patent owners & lessors
On May 27, 2022, Xcel Brands, Inc. (the “Company”) entered into a membership interest purchase agreement (the “Purchase Agreement) with IM Topco, LLC (“IM Topco”), a Delaware limited liability company, and wholly-owned subsidiary of the Company, IM WHP, LLC (“WHP”) and IM Brands, LLC, a wholly-owned subsidiary of the Company (“IMB”) pursuant to which, on May 31, 2022 (the “Closing Date”), (i) the Company contributed assets owned by IMB, including the “Isaac Mizrahi” trademark and other intellectual property rights relating thereto, among other things, into IM Topco and (ii) the Company sold 70% of the membership interests of IM Topco to WHP. The purchase price paid by WHP to the Company at the closing of the transactions (the “Closing”) in exchange for the 70% membership interest in IM Topco consisted of $46,200,000 in cash. Pursuant to the Purchase Agreement, the Company will also be entitled to receive an “earnout” payment in the amount of $2,000,000 if, during the period from Januar
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMembership Interest Purchase Agreement • February 22nd, 2022 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec
On December 7, 2021, Rome Holdings, LLC and M&A Business Consulting, Inc. (collectively, the “Sellers”) entered into a membership interest purchase agreement (the “MIPA”) by and among Quest Sustainability Services, Inc. (“Buyer”) (QSSI), a wholly-owned subsidiary of the Company, RWS Facility Services, LLC (the “Business”) (RWS) and completed the acquisition by Buyer of the Business as set forth in the MIPA. Whereas, Sellers collectively owned (100%) of all of the issued and outstanding membership interest of the Business, which is a full-service management company engaged in the brokering of recycling, waste and sustainability solutions, located in Chadds Ford, PA.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONMembership Interest Purchase Agreement • May 12th, 2020 • SMG Industries Inc. • Crude petroleum & natural gas
On February 27, 2020 SMG Industries, Inc. (“the Company” or “we”) entered into Membership Interest Purchase Agreements for the acquisition of all of the membership interests of each of 5J Oilfield Services LLC, a Texas limited liability company (“5J Oilfield”) and 5J Trucking LLC, a Texas limited liability company (“5J Trucking”) (5J Oilfield and 5J Trucking shall be collectively referred to herein as the “5J Entities”) (the “5J Acquisition”). The total purchase price for the 5J Entities was $27.3 million, including assumed debt.
ContractMembership Interest Purchase Agreement • May 1st, 2017 • Meridian Waste Solutions, Inc. • Sanitary services
On February 15, 2017, Meridian Waste Solutions, Inc. and subsidiaries (the “Company”) completed its acquisition of The CFS Group, LLC, The CFS Group Disposal & Recycling Services, LLC and RWG5, LLC (collectively, “the CFS Group”). Pursuant to the Membership Interest Purchase Agreement (“Membership Interest Purchase Agreement”), the Company acquired 100% of the membership interests of the CFS Group in exchange for the following:
ContractMembership Interest Purchase Agreement • September 16th, 2016 • Healthways, Inc • Services-misc health & allied services, nec
Effective as of July 31, 2016, Healthways, Inc. (the "Company" or "HWAY") completed the sale of its total population health services business (the "TPHS Business") to Sharecare, Inc. ("Sharecare") pursuant to terms of the previously announced Membership Interest Purchase Agreement (the "Purchase Agreement") among the Company, Sharecare, and Healthways SC, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Healthways SC"). The following unaudited pro forma condensed consolidated financial information are based on our historical consolidated financial statements adjusted to give the effect of the sale of the TPHS Business. Beginning in the second quarter 2016, TPHS business results will be reflected in our consolidated financial statements as discontinued operations.
ContractMembership Interest Purchase Agreement • August 4th, 2016 • Healthways, Inc • Services-misc health & allied services, nec
Effective as of July 31, 2016, Healthways, Inc. (the "Company" or "HWAY") completed the sale of its total population health services business (the "TPHS Business") to Sharecare, Inc. ("Sharecare") pursuant to terms of the previously announced Membership Interest Purchase Agreement (the "Purchase Agreement") among the Company, Sharecare, and Healthways SC, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Healthways SC"). The following unaudited pro forma condensed consolidated financial information are based on our historical consolidated financial statements adjusted to give the effect of the sale of the TPHS Business. Beginning in the second quarter 2016, TPHS business results will be reflected in our consolidated financial statements as discontinued operations.
GOOD TIMES RESTAURANTS INC.Membership Interest Purchase Agreement • April 28th, 2015 • Good Times Restaurants Inc • Retail-eating places
On April 24, 2015 we entered into a Membership Interest Purchase Agreement to purchase from five sellers all of the membership interests in Bad Daddy’s International, LLC.
Introduction to Unaudited Pro Forma Combined Financial InformationMembership Interest Purchase Agreement • November 22nd, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas
As previously disclosed on June 17, 2013, Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of Par Petroleum Corporation entered into a Membership Interest Purchase Agreement (as amended, the “TSO Purchase Agreement”). Pursuant to the TSO Purchase Agreement, the Buyer agreed to acquire (the “Acquisition”) from Tesoro Corporation, a Delaware corporation (“Seller”) all of the issued and outstanding units (the “Purchased Units”) representing the membership interests in Tesoro Hawaii, LLC, a Hawaii limited liability company subsequently renamed Hawaii Independent Energy, LLC (“HIE”), and indirectly HIE’s wholly owned subsidiary, Smiley’s Super Service, Inc., a Hawaii corporation (the “Acquired Subsidiary”). HIE and the Acquired Subsidiary own, operate and use (i) a petroleum refinery located at the Campbell Industrial Park in Kapolei, Hawaii (the “Refinery”), (ii) certain pipeline assets, floating pipeline mooring equipment,
Introduction to Unaudited Pro Forma Combined Financial InformationMembership Interest Purchase Agreement • November 14th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas
As previously disclosed on June 17, 2013, Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of Par Petroleum Corporation entered into a Membership Interest Purchase Agreement (as amended, the “TSO Purchase Agreement”). Pursuant to the TSO Purchase Agreement, the Buyer agreed to acquire (the “Acquisition”) from Tesoro Corporation, a Delaware corporation (“Seller”) all of the issued and outstanding units (the “Purchased Units”) representing the membership interests in Tesoro Hawaii, LLC, a Hawaii limited liability company subsequently renamed Hawaii Independent Energy, LLC (“HIE”), and indirectly HIE’s wholly owned subsidiary, Smiley’s Super Service, Inc., a Hawaii corporation (the “Acquired Subsidiary”). HIE and the Acquired Subsidiary own, operate and use (i) a petroleum refinery located at the Campbell Industrial Park in Kapolei, Hawaii (the “Refinery”), (ii) certain pipeline assets, floating pipeline mooring equipment,
Adex Media, Inc. and Subsidiaries Unaudited Pro Forma Combined Consolidated Financial Statements Basis Of Pro Forma PresentationMembership Interest Purchase Agreement • October 28th, 2008 • Adex Media, Inc. • Services-business services, nec
On August 12, 2008 (the “Closing Date”), Adex Media, Inc., a Delaware corporation, (the “Company”) entered into a Membership Interest Purchase Agreement (“MIPA”) with the ten members (the “Members”) of Digital Instructor, LLC, a Colorado limited liability company (“Digital Instructor”) to purchase all outstanding membership interests (“Membership Interests”) of Digital Instructor.
