Purchase of HHE Membership Interests Sample Clauses

Purchase of HHE Membership Interests. Subject to the terms and conditions of this Agreement, BORQS agrees to purchase, and HHE agrees to sell, newly created and issued “Class A Membership Units” of HHE in order for BORQS to own fifty-one percent (51.00%) of all the issued and outstanding Membership Interests as of the Closing Date, and the Selling Members to own forty-nine percent (49.00%) of all the issued and outstanding Membership Interests as of the Closing Date. On or prior to the Closing, the Selling Members’ Membership Interests shall be converted to newly issued and created Class B Membership Units. (as defined in the Amended and Restated Limited Liability Company Agreement (as defined below) The rights and obligations of holders of Class A Membership Units and Class B Membership Units shall be set forth in the Amended and Restated Limited Liability Company Agreement (as defined below). Upon the Closing, the resulting membership interests of HHE will become: Name of Member Membership Units Ownership % Borqs Technologies, Inc. 2,991,312 Class A 51.00 All Selling Members as a group 2,874,005 Class B 49.00 Total 5,865,317 100.00 % For the purchase of 2,991,312 Class A Membership Units (the “New HHE Units”), BORQS shall issue 14,034,930 ordinary shares (the “BORQS Consideration Shares”) to HHE. At the Closing, that number of the BORQS Consideration Shares identified on Exhibit A attached hereto and incorporated herewith, as to be issued to HHE shall be delivered to HHE, and that number of the BORQS Consideration Shares identified on Exhibit A attached hereto as to be held in escrow shall be deposited in an escrow account at Continental Stock Transfer and Trust Company (the “Escrow Account”), such escrowed shares to be released in accordance with the Escrow Agreement (as defined below). The issuance of shares at the Closing of the transaction and the release of shares from the Escrow Account is subject to conditions to closing described in Article IV, including, without limitation, the execution and delivery of the escrow agreement executed by Continental Stock Transfer and Trust Company and the Parties in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”). On the first anniversary of the Closing, an additional number of BORQS Consideration Shares equal to any positive number resulting from the following calculation: (i) the number of shares obtained by dividing (A) $10,020,000 by (B) the (I) average of the high and low trading prices of the BORQS common stock for ...
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Related to Purchase of HHE Membership Interests

  • 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.

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

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • 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.

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