Purchase and Sale of Membership Interest. Seller hereby agrees to grant, bargain, sell, assign, transfer, and convey to Purchaser herewith all of Seller’s Membership Interest in and to the Company for the price and upon the terms set forth hereinafter. Purchaser agrees to purchase, acquire and receive the Membership Interest from Seller herewith for the price and upon the terms set forth hereinafter.
Purchase and Sale of Membership Interest. On the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, the Interest in the Company for the price and on the terms set forth in this Agreement. The transfer (the "Transfer") of the Interest in the Company shall be completed by Seller's execution of an Assignment of Membership Agreement (the "Assignment Agreement"), the form of which is attached hereto as Exhibit A. The Transfer shall be effective upon the Closing Date (as that term is defined in Section 3 below).
Purchase and Sale of Membership Interest. Subject to all of the terms and conditions of this Agreement, Cakewalk agrees to sell, transfer and deliver to Dylan the Membership Interest and Dylan agrees to purchase, acquire and accept from Cakewalk, the Membership Interest at the Closing (as hereinafter defined), free and clear of all liens, pledges and encumbrances.
Purchase and Sale of Membership Interest. Pursuant to the terms and conditions of this Agreement, the Sellers agree to sell to the Buyer and the Buyer agrees to purchase from the Sellers, 100% of the membership interests of the Company (the “Membership Interests”) for an aggregate purchase price of Seventeen Million Twenty-Four Thousand Five Hundred Dollars ($17,024,500) (the “Purchase Price”). At the Closing, Buyer shall pay the Purchase Price as follows:
Purchase and Sale of Membership Interest. On the Closing Date (as defined in Section 3.1), the Seller shall sell to the Buyers, and the Buyers shall purchase from the Seller, the Seller's Membership Interest in Pinnacle in accordance with the terms of this Agreement and in the respective percentages set forth on Schedule I hereto. At the Closing (as defined in Section 3.1), the Seller shall deliver to the Buyers such certificates or other documents evidencing his Membership Interest in Pinnacle duly endorsed for transfer.
Purchase and Sale of Membership Interest. Subject to the terms and ---------------------------------------- conditions of this Agreement, Seller agrees to sell the Membership Interest to Purchaser and Purchaser agrees to purchase the Membership Interest from Seller.
Purchase and Sale of Membership Interest. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein), Purchaser will purchase from Seller, free and clear of all liens, security interests, claims, charges, options, demands and encumbrances of any nature (collectively, “Encumbrances”), all right, title and interest in and to the Membership Interest.
Purchase and Sale of Membership Interest. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, ONE HUNDRED PERCENT (100%) of the Seller’s Membership Interests in and to each Company, free and clear of all Liens, for the consideration specified in Section 2.1 below.
Purchase and Sale of Membership Interest. (a) KCS shall prepare and deliver to NS at least ten (10) Business Days prior to the Closing Date a certificate duly executed by the chief financial officer of KCS certifying as of such date the Capital Contribution Amount (each such certificate, an “Officer’s Certificate”). Subject to the terms and conditions of this Agreement, at the Closing, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, up to a 30% membership interest in the Company (as adjusted pursuant to Section 2.1(b), the “NS Interest”) in exchange for cash consideration, in each case, as determined in accordance with Schedule 2.1(a).
Purchase and Sale of Membership Interest. Upon the terms and subject to the conditions set forth herein, at and as of the Closing as described in Article III hereto, Seller shall sell, transfer, convey, assign and deliver to Purchaser all of Seller’s membership interests in the Company, including all of Seller’s economic interests in the capital, profits, losses and distributions of the Company and all of Seller’s other rights and interests as a member of the Company, including, without limitation, voting rights (the “Membership Interest”), and Purchaser shall purchase and acquire from Seller, all right, title and interest in the Membership Interest, free and clear of any Lien.
