Examples of Membership Units in a sentence
Xxxxx is able to bear the economic risk of holding the Membership Units for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
None of the execution, delivery or performance of this Agreement or any of the other Transaction Documents by Seller and the consummation of the Contemplated Transactions by it will: (a) conflict with or violate any provision of the organizational or governing documents of Seller; (b) result in the creation of, or require the creation of, any Lien upon any Membership Units; or (c) violate any Law or Order applicable to Seller by which any of its properties or assets are bound or affected.
Seller shall have: (i) obtained the required consent of the holders of the Convertible Notes pursuant to the terms of the Convertible Notes, the Subsidiary Guarantee and the Security Agreement; (ii) terminated the Subsidiary Guarantee effective as of the Closing; and (iii) amended the Security Agreement to (A) remove the Membership Units and any assets of DERMAdoctor as collateral for the Convertible Notes and the release of the related Liens.
Upon the terms and subject to the conditions of this Agreement, in consideration of the sale, transfer, conveyance, assignment, transfer and delivery of all the Membership Units as provided in Article 2 of this Agreement, Buyer shall pay to Seller at the Closing an aggregate amount in cash equal to One Million Seventy Thousand dollars (US$1,070,000) (the “Purchase Price”).
Seller is the sole owner of all issued and outstanding Membership Units free and clear of all Liens.