Sale and Purchase of the Membership Interests Sample Clauses

Sale and Purchase of the Membership Interests. Subject to the terms and conditions of this Agreement, each Seller hereby sells, transfers, conveys, assigns, and delivers to the Purchaser, and the Purchaser hereby purchases, acquires, and accepts, all right, title and interest in and to all of such Seller’s respective Membership Interest, as set forth on Schedule I hereto.
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Sale and Purchase of the Membership Interests. The Sellers shall sell, free and clear of Liens or any encumbrances, and Purchaser shall purchase from the Sellers, one hundred percent (100%) of the issued and outstanding membership interests of the Company, consisting of one million (1,000,000) membership interests (the “Membership Interests”). Accordingly, following the Closing Date, all assets and liabilities of the Company shall be transferred to Purchaser, including but not limited to all obligations and liabilities associated with the Parata 500 Strip Packaging strip and one (1) motor vehicle as set forth herein.
Sale and Purchase of the Membership Interests. Subject to the -------------------------------------------------- terms and conditions of this Agreement, at the Closing on the Closing Date Seller will transfer, sell and assign the Membership Interests to Purchaser and Purchaser will purchase the Membership Interests from Seller.
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Sellers shall sell, transfer and deliver to the Buyer all Company Interests owned by them, and the Buyer shall purchase from the Sellers all such Company Interests, which collectively constitute one hundred percent (100%) of the issued and outstanding membership interests of the Company, all of which shall be transferred to the Buyer free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind, except those contemplated by the terms of this Agreement or arising under applicable federal and state securities laws.
Sale and Purchase of the Membership Interests. The Sellers hereby agree to sell, assign, transfer and convey the Membership Interests to the Purchaser, and the Purchaser agrees to purchase the Membership Interests from the Sellers, effective as of the Closing Date, upon and subject to the terms and conditions herein set forth.
Sale and Purchase of the Membership Interests. Subject to the provisions and conditions contained herein, the Members hereby agree to sell, transfer, assign, convey and deliver to Maverick at the Closing, as hereinafter defined, and Maverick hereby agrees to purchase and accept from the Members, all of their respective right, title and interest in and to the Membership Interests, free and clear of any liens, pledges, security interests, claims or encumbrances of any kind.
Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell to the Buyer, and the Buyer hereby agrees to purchase from the Sellers, 100% of their Membership Interest in Eagle for the consideration of Buyer paying the following: (a) the cash sum of Forty Nine Million U.S. Dollars (US$49,000,000.00) delivered to the Sellers as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; (b) the cash sum of One Million U.S. Dollars (US$1,000,000.00) paid into Escrow as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; and (c) to the Sellers five hundred thousand shares (500,000) of common stock in Buyer at a valuation price calculated as follows: the five (5) day rolling average hi/lo mean price of the Buyer’s common stock for the five (5) Business Days preceding the Closing Date distributed as provided on Exhibit C which is attached to this Agreement on or before the Closing Date (altogether referred to herein as the “Purchase Price”).
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Sale and Purchase of the Membership Interests. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell to the Buyer, and the Buyer hereby agrees to purchase from the Sellers, 100% of their Membership Interest in Eagle for the consideration of Buyer paying all of the following: (a) the cash sum of Forty Nine Million U.S. Dollars (US$49,000,000.00) delivered to the Sellers as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; (b) the cash sum of One Million U.S. Dollars (US$1,000,000.00) paid into Escrow as provided on Exhibit C which is attached to this Agreement on or before the Closing Date; and (c) to the Sellers five hundred thousand (500,000) shares of Common Stock and Warrants for the Sellers to acquire three million (3,000,000) shares of Common Stock at $0.90 per share to be awarded and paid as follows: (i) at Closing, Buyer shall execute and transfer to the Sellers Warrants for three million (3,000,000) shares at ninety cents US ($0.90) per share of issued, fully-paid and non-assessable shares of common stock of Blast Energy Services, Inc. subject to the Warrant Agreement and in the form set forth in Exhibit G and its Exhibit A I-V attached to this Extension. (ii) at Closing, Buyer shall transfer to Sellers five hundred thousand (500,000) shares of common stock in Buyer with the same registration rights as described and set forth in the Warrant Agreement in Exhibit G and its Exhibit A I-V and at a valuation price as of the date of Closing (altogether the provisions of this Section 1.1 (a), (b) and (c) shall be referred to herein as the “Purchase Price”).”
Sale and Purchase of the Membership Interests 

Related to Sale and Purchase of the Membership Interests

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

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • 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.

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价,且乙方确认收到并认为该对价足够,乙方在此不可撤销地授予甲方在中国法律允许的前提下,按照甲方自行决定的行使步骤,并按照本合同第1.3条所述的价格,随时一次或多次从乙方购买或指定一人或多人(“被指定人”)从乙方购买其现在和将来所持有的丙方的全部和/或部分股权(无论乙方出资额或持股比例将来是否发生变化)的一项不可撤销的专有权(“股权购买权”)。除甲方和被指定人外,任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • 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.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

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