Assignment of Membership Interests. The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.
Assignment of Membership Interests. Each Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”).
Assignment of Membership Interests. The Assignment of Membership Interests representing legal and beneficial ownership of one hundred percent (100%) of all the outstanding membership interests of the Company, free and clear of all security interests, liens, pledges, charging orders, encumbrances, or other claims in substantially the form attached hereto as Exhibit F.
Assignment of Membership Interests. Certificates representing the Acquired Interests, duly endorsed for transfer to Purchaser or accompanied by one or more membership interest powers duly endorsed for transfer to Purchaser shall have been delivered to Purchaser.
Assignment of Membership Interests. Assignor has transferred, assigned, conveyed, and delivered, and by these presents does transfer, assign, convey, and deliver, to Assignee, the Assigned Membership Interests. TO HAVE AND TO HOLD, the Assigned Membership Interests, together with all and singular the rights and appurtenances thereto in anywise belonging unto Assignee, and its successors and assigns, forever.
Assignment of Membership Interests. The Buyer shall execute and deliver to the Seller an Assignment of Membership Interests, substantially in the form attached hereto as Exhibit B.
Assignment of Membership Interests. The Member may assign all or any portion of such Member’s interest in the Company at any time. Upon any such assignment, the assignee shall succeed to the rights and obligations of the Member in respect of its interests in the Company so transferred and (a) upon the assignment of 100% of the outstanding interest in the Company held by a single member to one or more assignees, each such assignee shall become a member of the Company; (b) upon any other assignment of an interest in the Company, such assignee shall become a member in the Company upon the consent of all members other than the assigning member or, if the assigning member shall be the sole member immediately prior to such assignment, upon the consent of such assigning member. Notwithstanding anything to the contrary contained herein, no such transfer of a Member’s interest in the Company shall operate to dissolve the Company.
Assignment of Membership Interests. An Assignment of Membership Interests in the form attached hereto as Exhibit S (the “Assignment and Assumption of Membership Interests”).
Assignment of Membership Interests. This Assignment of Membership Interests (“Assignment”) dated this [____] day of [______], 2023, is entered into by and between Kxxxx X. Xxxx (“Assignor”) and MDwerks, Inc., a Delaware corporation (“Assignee”). Assignor currently holds 100% of the membership interests of RF Specialties LLC, a North Carolina limited liability company (the “Company”). Assignor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration received from or on behalf of the Assignee at or before the ensealing and delivery of these presents, the receipt and sufficiency whereof is hereby acknowledged, now hereby assigns, transfers and sets over unto the Assignee all right, title and interest in all of the membership interests in the Company held by Assignor (the “Transferred Interests”), which Transferred Interests have been delivered to Assignee on the date hereof, to have and to hold the same unto the Assignee, the Assignee’s legal representatives, successors and assigns forever. Assignor, in connection with Axxxxxxx’s assignment of the Transferred Interests, does hereby warrant, covenant and agree with the Assignee that Assignor has good right and authority to execute this Assignment and Assignor is the sole beneficial owner of the Transferred Interests as of the date hereof.
Assignment of Membership Interests. 5.1Restrictions on Transfer. No Member shall be permitted to sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate or otherwise dispose of such Member's Membership Interest, other than to another Member, a descendant of a Member, a trust for the benefit of one or more of a Member or a descendant of a Member or, if the Member is a Trust, to the beneficiary of such Trust, except with the written consent of a Majority in Interest of all of the other Class A Members. Any attempted disposition of a Member's Membership Interest, or any portion thereof, in violation of the preceding sentence is null and void ab initio and the Company shall not be obligated to recognize any such attempted disposition.
