Seller Membership Interests Sample Clauses

Seller Membership Interests. Seller is the sole legal and beneficial owner of the Interests, free and clear of all Liens, except for any liens, claims, charges, security interests, encumbrances or other matters which can be, and will be, discharged at or prior to the Closing, and the Interests are not certificated and do not constitute "securities" under Article 8 of the Uniform Commercial Code.
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Seller Membership Interests. The Closing for the Seller Membership Interests shall occur at noon Pacific Time on the Company Closing Date at the offices of Lawyer's Title, 0000 X. Xxxxx Valley Parkway, Suite 100, Xxxxxxxxx, NV 89074, Attention Xxxxxx Xxxxxxx ("Escrow Agent") with all deliveries to be made in escrow to the Escrow Agent on or prior to the Company Closing Date without the requirement for personal appearance by any representative of Building Owner, Seller or Company. Subject to the extension provided below and 2.1(b), the Closing of the Seller Membership Interests shall occur no later than January 28, 2018 (unless extended pursuant to Section 10.10), or such other date as the parties may mutually determine (the "Company Closing Date"). Should Buyer wish to close on the Seller's Membership Interests prior to the Company Closing Date, Buyer must provide a minimum of thirty (30) Business Day written notice to Seller of the earlier Company Closing Date. Buyer shall have the one time unilateral option to extend the Closing Date by ten (10) Business Days upon giving Seller at least three (3) business day advance written notice. If Buyer shall fail to close the transaction contemplated by this Agreement on or before the Company Closing Date then it shall have no further rights to purchase the Seller Membership Interest or Building Owner Membership Interest and Seller shall retain the Deposit and Non-Refundable Payment.
Seller Membership Interests. Each of the Members is the sole beneficial and record owner of the Membership Interests in the percentages set forth for each such Member on Schedule A free and clear of all liens, encumbrances, claims, security interests, mortgages, restrictions or pledges of any nature, and each Member can transfer to Buyer valid and marketable title to such Seller Membership Interests.
Seller Membership Interests. As of the Closing, the Seller Membership Interests are duly authorized, validly issued and outstanding. As of the Closing, Seller will own the Seller Membership Interests, beneficially and of record, free and clear of all Liens, except for such Liens as disclosed in Section 3.04 of the Disclosure Schedule. Except for this Agreement and as disclosed in the Offering Memorandum, there are no outstanding Options with respect to the Company. The transfer of the Seller Membership Interests in the manner provided in Section 2.03 will transfer to Purchaser good and valid title to the Seller Membership Interests, free and clear of all Liens other than Liens created or suffered to exist by Purchaser.
Seller Membership Interests. As of the date of this Agreement, the holders of Seller’s membership interests (the “Seller Membership Interests”) are as set forth on Schedule 5.2, which represents one hundred percent (100%) of the membership interests of Seller.

Related to Seller Membership Interests

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

  • 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.

  • 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.

  • 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.

  • 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 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.

  • 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.

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

  • 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.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

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