Purchase of Membership Interests. On the terms and subject to the conditions hereof, at the Closing, in consideration of the Purchase Price, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ right, title and interest in and to the Membership Interests, free and clear of any Liens, for the consideration specified in Section 2.2.
Purchase of Membership Interests. At the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of the outstanding membership interests in the Company (the “Membership Interests”) in accordance with this Agreement.
Purchase of Membership Interests. Subject to the terms and conditions set forth herein, on the Closing Date (as defined in Section 2.01), Seller shall sell and Purchaser shall purchase, as of the Closing Date, all of the Membership Interests. Upon the payment at Closing (as defined in Section 2.01) of the Purchase Price (as hereinafter defined) for the Membership Interests, Seller will no longer have any interest in the Purchase Entities.
Purchase of Membership Interests. Upon the terms and subject to the conditions set forth herein, Purchaser shall purchase from the Company, and the Company shall sell and issue to Purchaser, membership interests comprising fifty percent of the aggregate outstanding membership interests in the Company (subject, as provided in the Operating Agreement, to the Flag Priority Interest) for an aggregate price of $100,000,000 (the “Purchase Price”).
Purchase of Membership Interests. On the Closing Date (as hereinafter defined), (a) the Sellers shall each (i) sell to ISC, or at the election of ISC, to a subsidiary or other entity wholly owned by ISC (an "ISC Affiliate"), a twenty percent (20%) limited liability company interest in the Company (such two twenty percent (20%) interests are referred to in the aggregate as the "ISC Interest") and (ii) sell to PMI, or at the election of PMI, to a subsidiary or other entity wholly owned by PMI (a "PMI Affiliate"), a twenty percent (20%) limited liability company interest in the Company (such two twenty percent (20%) interests are referred to in the aggregate as the "PMI Interest"), (b) ISC or an ISC Affiliate shall purchase the ISC Interest and (c) PMI or a PMI Affiliate shall purchase the PMI Interest. The sale of the ISC Interest and the PMI Interest shall be on the terms and subject to the conditions hereinafter set forth. Upon the occurrence of such sale, ISC or an ISC Affiliate and PMI or a PMI Affiliate shall each become a member of the Company with a forty percent (40%) limited liability company interest in the Company. The entities acquiring the ISC Interest and the PMI Interest are sometimes hereinafter referred to as the "Purchasers", and the ISC Interest and the PMI Interest are sometimes referred to as the "Membership Interests."
Purchase of Membership Interests. At the Closing (as defined below), upon the terms and subject to the conditions set forth herein, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Purchaser will purchase and acquire from Seller, Seller’s right, title and interest in and to all the Membership Interests for the consideration specified in Section 1.2 below.
Purchase of Membership Interests. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement, Applicant agrees to issue to Investor a forty-nine percent (49%) membership interest in the Applicant, in exchange for a payment to Xxxxxxxxxx of $100,000, plus reimbursement to Xxxxxxxxxx of forty-nine percent (49%) of Applicant's expenses, such expenses not to exceed fifty thousand dollars ($50,000), incurred to date in connection with Applicant's preparation and submission of an application to participate in the MVDDS Auction.
Purchase of Membership Interests. Subject to the terms and conditions set forth herein, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to 19.99% of their membership interests in Cuentas SDI (the “Purchased Membership Interests”), free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance (“Encumbrance”), in consideration for the Purchase Price defined below. For purposes of this Agreement, all of Seller’s right, title, and interest in and to the Purchased Membership Interests shall include but is not limited to: (a) Seller’s capital account in the Company; (b) Seller’s right to share in the profits and losses of the Company; (c) Seller’s right to receive distributions from the Company; and (d) the exercise of all member rights, including the voting rights attributable to the Purchased Membership Interests.
Purchase of Membership Interests. Funding shall have purchased the membership interests in the LLC of The French 1997 Delta Trust (1%), Island Drive, LLC (2%), MAP IV, LLC (7%) and a one percent (1%) interest in the LLC owned by Rise Above I, Inc., which purchases shall be effective June 30, 2003.
Purchase of Membership Interests. At the Closing (as defined herein) and subject to and upon the terms and conditions of this Agreement, the Members hereby agree to sell, transfer, convey, assign and deliver to Buyer, and Buyer hereby agrees to purchase, acquire and accept from the Members, all outstanding Membership Interests in consideration for the payment to each of the Members of their pro rata portion (as set forth on Schedule A) of the Purchase Price. Buyer’s obligation hereunder with regard to each Member is contingent and conditioned upon each Member fulfilling its respective conditions and obligations hereunder.
