Contribution of Membership Interests. Subject to the terms and conditions set forth herein, at the Closing (as defined below) and effective as of the Closing Date (as defined below), Contributors shall contribute to GTI PA, and GTI PA shall accept from Contributors, all of Contributors’ right, title, and interest in and to the Membership Interests, free and clear of all liens, claims, encumbrances, security interests and restrictions of any kind (collectively, the “Encumbrances”), except for those Encumbrances set forth on Schedule 3(a)(viii)(A), for the consideration specified in Section 2. Contributors and the Company acknowledge that a true, accurate and complete capitalization table for the Company is set forth on Exhibit A attached hereto.
Contribution of Membership Interests. (a) Against delivery of (i) certificates representing an aggregate a number of shares of Common Stock issued by the Company equal to _______% of the Pre-IPO Shares and (ii) a Company Note in the principal amount of $___________, and in consideration of the right to participate in the Over-allotment Distribution, the AMCI Parties shall transfer to the Company all of the Membership Interests held by the AMCI Parties as specified in Schedule 2.05A.
Contribution of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing at the time provided for in Section 1.6(b), and upon the terms and subject to the conditions in this Agreement, Buyer and RGHI shall contribute all of the Membership Interests held by them to New Refco in exchange for the consideration described in Section 2.1 (the "Contribution").
Contribution of Membership Interests. DMC hereby transfers, assigns, and conveys to the Partnership as a capital contribution, and the Partnership accepts and acquires from DMC, the Contributed Membership Interests, including, but not limited to, all right, title, and interest of DMC in and to the properties (real and personal), capital, cash flow distributions, profits, and losses of the IFDC General Partner attributable to the Contributed Membership Interests.
Contribution of Membership Interests. Subject to the terms and conditions contained herein, each Member hereby contributes, transfers and conveys to Holdings, free and clear of all security interests, pledges, liens, encumbrances, charges or claims of any kind, (collectively, "Liens"), all rights, title and interest in its respective Membership Interests as set forth on Schedule A attached hereto and made a part hereof (collectively, the "Contributed Interests"). The Members each hereby acknowledge and agree that they have transferred to Holdings all rights to their respective Contributed Interests and hereby relinquish any claim to such interests. The Members each acknowledge and agree that they have transferred to Holdings any and all rights each has in that certain Operating Agreement, dated as of May 2, 1995, and hereby relinquish any claim to any such rights or interests contained therein.
Contribution of Membership Interests. 1.1 Contribution of Membership Interests in FiveCom LLC.
Contribution of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Xxxxxxx shall contribute, assign, transfer and deliver to REIT, and REIT shall accept from Xxxxxxx, all of the membership interests in the Contributed Companies held by Xxxxxxx, which constitute one hundred percent (100%) of the equity interests in the Contributed Companies (collectively, the “Membership Interests”), free and clear of all Liens whatsoever. The term “Closing” means the consummation of the transactions contemplated by this Agreement, and the date upon which Closing shall occur shall be defined as the “Closing Date.” Any terms used in this Agreement and not specifically defined herein shall have definitions assigned to them in Section 8.1 below.
Contribution of Membership Interests. Upon the terms and subject to the provisions of this Agreement, the Sellers agree that they will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, all of the membership interests duly and validly issued, fully paid and non- assessable, (collectively, “Purchased Interests”) of the Company owned by the Sellers in accordance with the Schedule of Purchased Interests attached hereto as Schedule 1.1.
Contribution of Membership Interests. (a) At the Closing, the Principals shall contribute, or cause to be contributed, to SCOLP, and SCOLP shall accept the contribution of, all of the membership interests in each of the Holding Companies (collectively, the “Membership Interests-Holding Companies”) in accordance with the terms of the Contribution Agreements.
Contribution of Membership Interests. On the terms and subject to the conditions set forth in this Agreement, Transferor hereby contributes, transfers, assigns, conveys and delivers to Transferee, and Transferee does hereby acquire and accept from Transferor, all of Transferor’s right, title and interest in, to and under the 100% membership interest of INC Research LLC owned by Transferor.
