Examples of Purchased Membership Interests in a sentence
There is no claim, action, suit, proceeding or governmental investigation (“Action”) pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Purchased Membership Interests or the transactions entered into with third parties in connection with the JVA; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
As of the date of this Agreement, the number of Purchased Membership Interests which are beneficially owned by each Member is the number set forth opposite the name of such Member as set out in Schedule “A” attached hereto.
Subject to the terms and conditions hereof, each of the Members covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from the Members, the number of Purchased Membership Interests which are beneficially owned by such Member at the Time of Closing.
Subject to the terms and conditions set forth herein, at the Closing (as defined herein), Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Membership Interests, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), except under the LLC Agreement or as otherwise set forth herein, for the consideration specified in Section 1.02.
Prior to the Termination Date, or the earlier termination of this Agreement, neither Hollister nor the Members shall, directly or indirectly, negotiate or deal with any party other than with the Purchaser relating to the sale or disposition of any part of the outstanding shares (including the Purchased Membership Interests) or assets of Hollister, or solicit enquiries or provide information with respect to same.