Transfer of Acquired Interests Sample Clauses

Transfer of Acquired Interests. Subject to the terms and conditions of this Agreement, including Section 1.5, at the Closing, the Sellers shall assign, transfer, convey and deliver to Apollo, and Apollo shall purchase and accept from the Sellers, the Acquired Interests, free and clear of any Liens (other than Liens arising as a result of this Agreement or under applicable securities Laws).
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Transfer of Acquired Interests. Subject to the terms, provisions and conditions contained in this Agreement, on the Closing Date, in consideration for payment by the Buyer of the Purchase Price pursuant to Section 3.2, the Sellers shall sell to the Buyer, and the Buyer shall purchase from the Sellers, all of the Sellers’ joint venture interests in the Cable Venture (the “Acquired Interests”) pursuant to the terms of the Plan and, as a result of such sale and purchase, the Cable Venture shall, by operation of law, be liquidated into the Buyer. Immediately thereafter, the Buyer shall cause Cable Corp. to be merged with and into the Buyer, and the Buyer shall be the surviving entity in such merger.
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Transfer of Acquired Interests. Subject to the terms and conditions of this Agreement, at the Closing, ARC will assign, transfer, convey and deliver to AMH, and AMH will acquire from ARC, the Acquired Interests, free and clear of any Liens (other than Liens arising as a result of this Agreement, the A&R Newco LLCA or under applicable securities Laws).
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Transfer of Acquired Interests. Subject to all of the terms and conditions of this Agreement, (a) HEH hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from HEH, the LLC Interests free and clear of all Encumbrances, except for restrictions imposed by applicable securities Laws and except for Permitted Encumbrances, and (b) HEP Pipeline hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from HEP Pipeline, the Pipeline Assets, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances.
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Transfer of Acquired Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date Seller shall, and shall cause each other Transferor to, sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from each Transferor, the Acquired Interests owned by such Transferor free and clear of any liens, options, charges, restrictions, claims or encumbrances of any nature, except for (x) encumbrances set forth on Schedule 2.4 hereto, (y) in the case of partnership interests, restrictions or encumbrances arising under the agreement creating such interest and (z) restrictions or encumbrances created by or at the behest of Buyer.
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Transfer of Acquired Interests 
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Related to Transfer of Acquired Interests

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • 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.

  • 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.

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

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • 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.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • 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).

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