Examples of Purchased Interests in a sentence
On the terms and subject to the conditions set forth in this Agreement, at the Closing referred to in Section 2.1, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, the Purchased Interests, free and clear of any and all Liens.
All of the Purchased Interests are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (x) any preemptive or other rights of any Person to acquire securities of the Company, (y) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder or any other Legal Requirement, or (z) the Company’s Organizational Documents.
There are no voting agreements, voting trusts, proxies, registration rights agreements, member agreements or other Contracts with respect to any of the Purchased Interests.
As additional consideration for the Purchased Interests, Seller Parties shall immediately receive earn-out payments (the “Earn-Out Payments”) in the form of 14,997,503 Buyer Shares, allocated pro-rata among the Seller Parties (“Earn-Out Shares”).
Sixty percent (60%) of the Purchased Interests are owned beneficially and of record by Strategix, twenty percent (20%) of the Purchased Interests are owned beneficially and of record by Nomad and twenty percent (20%) of the Purchased Interests are owned beneficially and of record by Jxxxxx, in each case, free and clear of any and all Liens, and no equity interests are held in the Company’s treasury.