Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, each Member shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned by such Member.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Volcom Inc), Agreement of Purchase and Sale (Volcom Inc)
Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in of this Agreement, at the Closing, each Member Seller shall sell, assign, transfer, convey, assign convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, Buyer all of the Membership Interests owned by such MemberInterests, and Buyer shall purchase from Seller all of the Membership Interests, free and clear of all Liens.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Envestnet, Inc.)
Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, each Member the Sellers shall sell, transfer, convey, assign and deliver sell to the Purchaser, and the Purchaser shall purchasepurchase from the Sellers, acquire and accept from each Member, all of the Membership Interests owned by such MemberInterests.
Appears in 1 contract
Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Date (as defined below), each Member shall shall, severally and not jointly, sell, convey, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned held by such Member, free and clear of all Encumbrances, and Purchaser shall purchase such Membership Interests.
Appears in 1 contract
Samples: Assignment and Assumption Agreement
Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, each Member the Members shall sell, assign, transfer, convey, assign convey and deliver to the Purchaser, and the Purchaser shall purchase, will purchase and acquire and accept from each Memberthe Members, all of the Members’ right, title and interest in and to all of the outstanding Membership Interests, free and clear of any and all Liens (the “Membership Interests owned by such MemberPurchase”), in exchange for the consideration specified herein.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Surge Holdings, Inc.)
Purchase and Sale of Membership Interests. Subject to At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Member Buyers shall sell, transfer, convey, assign purchase and deliver to the Purchaseracquire from Sellers, and the Purchaser Sellers shall purchaseassign, acquire transfer and accept from each Memberconvey to Buyers, all of the Membership Interests owned by such MemberInterests.
Appears in 1 contract
Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, each Member (a) Sellers shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each MemberSellers, all of Sellers' right, title and interest in and to the Membership Interests owned by such Memberand (b) Sellers hereby consent, effective as of the Closing, to the admission of Purchaser as a member of the Company.
Appears in 1 contract