Examples of Target Membership Interests in a sentence
Except as disclosed in Section 3.18 of the Disclosure Schedules, no executive officer or director of the Target or any person owning 5% or more of the Target Membership Interests (or any of such person’s immediate family members or Affiliates or associates) is a party to any Contract with or binding upon the Target or any of its assets, rights or properties or has any interest in any property owned by the Target or has engaged in any transaction with any of the foregoing within the last twelve (12) months.
The consideration for the Merger (the “Closing Merger Consideration”) will be paid to Target Members on a 1 for 10,000 exchange basis such that each one percent (1%) interest in Target resulting from the Target Membership Interests shall be exchanged for 10,000 shares of Parent Series F Preferred Stock.
All Merger Consideration paid or payable upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Target Membership Interests formerly represented by such Certificate, and from and after the Effective Time, there shall be no further registration of transfers of Target Membership Interests on the transfer books of the Surviving Corporation.
At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Target or any Target Members, the Target Membership Interests issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Closing Merger Consideration.
Purchaser desires to purchase the Target Membership Interests from the Selling Members for the Purchase Price and subject to the terms and conditions of this Agreement.
None of Sellers will vote their Target Membership Interests in favor of any such acquisition.
The Selling Members shall have taken all action necessary to transfer the Target Membership Interests to Purchaser pursuant to this Agreement.
Seller holds of record and owns beneficially the percentage of Target Membership Interests set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.
Buyer is not acquiring the Target Membership Interests with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.
At the Closing, Purchaser shall pay to the Selling Members the Purchase Price pursuant to Section 2.1. Simultaneously, the Selling Members shall deliver to Purchaser one or more certificates representing the Target Membership Interests together with all necessary instruments of transfer, in form and substance reasonably satisfactory to Purchaser.