Exchange of Membership Interests Sample Clauses

Exchange of Membership Interests. Subject to the terms and conditions herein stated, on the Closing Date Acquirer shall purchase and acquire from Seller, and Seller shall sell and assign to Acquirer, the 100% of the Membership Interests for the consideration set forth in Section 1.2 (the "Exchange").
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Exchange of Membership Interests. Immediately prior to the pricing of the IPO, or at such earlier time as determined by the Partnership, each of the Transferors, severally and not jointly, shall contribute and transfer to the Partnership, and the Partnership shall acquire from each of them, free and clear of all claims, pledges, liens or other encumbrances, all of the FSM Interests owned by such Transferor, and, in exchange therefor, the Partnership shall issue to each such Transferor a number of LP Interests representing the percentage of the total aggregate outstanding LP Interests as set forth next to such Transferor’s name on Exhibit A (the “Exchange”), which LP Interests shall be subject to the vesting and forfeiture provisions set forth in this Agreement and the terms and conditions of the Limited Partnership Agreement of the Partnership. Upon consummation of the Exchange, (a) each of the Transferors shall (i) be withdrawn from, and shall cease to be a member of, Fifth Street Management, (ii) cease to own, or have any rights with respect to or in respect of, the FSM Interests and (iii) be admitted to the Partnership as a limited partner and (b) the Partnership shall be admitted to Fifth Street Management as the sole member thereof. Each of the Transferors agrees that until the termination of this Agreement pursuant to its terms, such Transferor shall not sell, transfer, pledge, encumber or otherwise dispose of any of his or her FSM Interests, or agree to do any of the foregoing. Each of the Transferors covenants and agrees that it shall execute and deliver to Fifth Street Management and the Internal Revenue Service a timely, valid election under Section 83(b) of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary in this Agreement or otherwise, no Transferor shall be obligated to consummate the Exchange unless, and the Exchange obligation of the Transferors shall be expressly conditioned upon, the implied value of the Partnership based on the pricing of the IPO is $800,000,000 or greater.
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Exchange of Membership Interests. WOWIO TEXAS and Platinum hereby agree that Platinum, shall, on the Closing Date (as hereinafter defined), exchange all of the issued and outstanding membership interests of WOWIO PENN (the “WOWIO PENN Membership Interests”) for the total purchase consideration of $3,150,000. The total consideration shall be comprised of the following: (1) the assumption by WOWIO TEXAS of an aggregate of $1,068,288.45 in debt owed by Platinum to those individuals (the “Platinum Creditors”) set forth on Schedule A attached hereto (“Platinum Assumed Liabilities”); (2) debt of WOWIO PENN existing as of the Closing Date in the aggregate amount of $567,760.11, as more specifically set forth on Schedule B attached hereto (the “Existing WOWIO PENN Liabilities”), and (3) an additional $1,513,936 to be paid via a royalty of 20% of gross revenues generated by WOWIO PENN,, its successors and assigns (the “Purchase Consideration Balance”) after which the royalty rate would decrease to 10%, and remain at 10% in perpetuity. The WOWIO PENN Membership Interests will be restricted against resale pursuant to the provisions of Federal and state securities laws. The WOWIO PENN Membership Interests to be tendered will represent all of the issued and outstanding capital interests of WOWIO PENN.
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Exchange of Membership Interests. Subject to the terms and conditions contained in this Agreement and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, TSI hereby transfers, assigns and sells to XXXXXX all of its membership interests in and to TETRA LLC (the "TETRA LLC MEMBERSHIP INTERESTS"), and, in consideration therefor, XXXXXX hereby transfers, assigns and sells to TSI all of its membership interests in and to XXXXXX LLC (the "XXXXXX LLC MEMBERSHIP INTERESTS"). The Parties acknowledge and agree that to the extent available, it is the intent of the Parties to obtain "like kind exchange" treatment for federal income tax purposes pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (the "CODE") with respect to the particular assets held by TETRA LLC and XXXXXX LLC pursuant to the exchange of membership interests contemplated herein.
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Exchange of Membership Interests. Immediately after the consummation of the Brookdale Merger, FBA will convey, assign, transfer and deliver to the Individual, free and clear of all Liens (other than pursuant to the Note Agreement), and the Individual will acquire and accept from FBA, an aggregate of 248,723 shares of Common Stock (the "Shares"), including FBA's right, title and interest therein and thereto, free and clear of all Liens, in exchange for the conveyance, assignment, transfer and delivery to FBA, free and clear of all Liens, of all of the Individual's Membership Interests in FBA, including all of the Individual's right, title and interest therein.
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Exchange of Membership Interests. The manner of exchanging the membership interests of the Merged Company held by the Surviving Corporation for assets of the Merged Company are as follows:
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Exchange of Membership Interests. At the Effective Time:
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Exchange of Membership Interests. After January 1, 2019 and subject to Section 13.1 and Section 5.1(f), any Member may elect to cause the Company to redeem all (but not less than all) of its Membership Interests for NRP Common Units as provided in this Section 3.5. Company shall effect said exchange within thirty (30) days of Member request excluding the period Record Date and Payment Date designated by NRP. Subject to these restrictions, a Member shall receive the NRP Common Units said Member previously contributed to the Company and shall be deemed to have withdrawn as a Member of the Company. A Manager who exchanges all of its Membership Interest as provided in this Section shall cease being a Manager upon completion of the exchange.
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Exchange of Membership Interests 
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Related to Exchange of Membership Interests

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

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