General Terms Applicable to Purchase and Sale of Membership Interests Clause Samples

This clause establishes the foundational rules and conditions that govern the purchase and sale of membership interests in a company. It typically outlines the procedures for transferring ownership, the rights and obligations of both buyers and sellers, and any restrictions or requirements that must be met for a valid transaction, such as obtaining necessary approvals or complying with notice periods. By setting these general terms, the clause ensures that all parties have a clear understanding of the process and helps prevent disputes by providing a standardized framework for such transactions.
General Terms Applicable to Purchase and Sale of Membership Interests. (a) The closing of the purchase and sale of a Member's Units and Membership Interest in accordance with this Section 10.7 shall occur not later than (1) if no governmental consents or approvals are required in connection with the sale of each selling Member's Units and Membership Interest, no later than ninety (90) calendar days after the Responding Member's receipt of the Buy/Sell Notice pursuant to Section 10.7.2(a), or the Responding Member's receipt of the Initiating Partner's election pursuant to Section 10.7.4(a)(1), whichever is applicable, or (2) in all other cases, the later of thirty (30) calendar days after the receipt of all governmental consents and approvals required in connection with the sale of all selling Members' Units and Membership Interest or the date specified in clause (1). (b) The closing of the purchase and sale of a Member's Units and Membership Interest in accordance with this Section 10.7 shall take place at the principal office of the Company or at any other location agreed to by Cox and MP3. (c) Prior to the closing of any purchase and sale of a Member's Units and Membership Interest pursuant to this Section 10.7, the purchasing Member shall use commercially reasonable efforts to obtain such financing as may be necessary in order to enable (d) Each Member and the Company shall bear its own costs relating to any purchase and sale of a Member's Units and Membership Interest pursuant to this Section 10.7, including attorneys' fees and filing fees.
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General Terms Applicable to Purchase and Sale of Membership Interests. (a) The closing of the purchase and sale of a Member's Membership Interest or of an Alternative Structure in accordance with this Article 9 shall occur not later than twenty Business Days after the receipt of all material governmental consents and approvals required in connection with the sale of the selling Member's Membership Interest in connection with such Alternative Structure. (b) The closing of the purchase and sale of the selling Member's Membership Interest or of the Alternative Structure in accordance with this Article 9 shall take place at the principal office of the Company or at any other location agreed to by Insight and TCI. (c) At the closing of any purchase and sale of the selling Member's Membership Interest or of any Alternative Structure pursuant to this Article 9, the purchasing Member or the Company or other buyer in an Alternative Structure shall pay or cause to be paid to the selling Member, by cash or other immediately available funds or any other form of consideration mutually agreed to by the selling Member and the purchasing Member or the consideration agreed to as part of the Alternative Structure, the purchase price for the Membership Interest being purchased and the selling Member shall deliver to the purchasing Member (or its permitted assignee or the Company or other buyer in an Alternative Structure) good title, free and clear of any liens (other than those created by this Agreement and those securing financing obtained by the Company or any Subsidiary), to the Membership Interest being sold. (d) With respect to the current assets and liabilities of the Company, the transaction costs and the reserves to be determined as part of the Equity Value of the Membership Interest to be sold at the closing pursuant to this Article 9, such current assets and liabilities, costs and reserves shall be determined by mutual agreement of Insight and TCI at least five days in advance of the date scheduled for said closing, but to the extent that as of such date there is a good faith disagreement between the parties as to any portion of such current assets, liabilities, costs or reserves the parties shall proceed to closing of such purchase and sale, with closing based on matters not in dispute. Thereafter, all matters in dispute shall be immediately referred to an independent public accountant mutually acceptable to Insight and TCI who shall make such determination as promptly as practicable and whose determination shall be final and bindin...
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Related to General Terms Applicable to Purchase and Sale of Membership Interests

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase and receive from Seller, all of the Membership Interests, free and clear of all Liens (other than restrictions on transfer arising under applicable federal and state securities Laws).

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Loans shall be conducted on an arm’s length basis and, if effected with a Person that is an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be on terms no less favorable to the Borrower than would be the case if such Person were not such an Affiliate or as otherwise expressly permitted in this Agreement. (b) Upon each contribution of one or more Collateral Loans from the BDC to the Borrower and upon each acquisition by the Borrower of a Collateral Loan from the BDC, the Collateral Manager or any of their respective Affiliates (each such contribution or other such acquisition, an “Affiliate Loan Acquisition”) (i) all of the Borrower’s right, title and interest to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Loan shall be Delivered to the Collateral Agent (or the Custodian on its behalf, as applicable), provided, that, notwithstanding the foregoing, the Related Documents and Loan Checklist may be delivered within ten (10) Business Days of the contribution or acquisition. (c) The Aggregate Principal Balance of the Collateral Loan(s) which are the subject of any sale to an Affiliate of the Borrower under this Article X or substitution pursuant to Section 10.03, together with the sum of the Aggregate Principal Balance of all Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the Net Purchased Loan Balance; provided that, the sum of the Aggregate Principal Balance of all Defaulted Collateral Loans or Ineligible Collateral Loans sold to Affiliates or substituted in the 12 month period preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 10% of the Net Purchased Loan Balance. For the avoidance of doubt, the foregoing limitations shall not apply (i) to Warranty Loans (as defined in the Purchase and Sale Agreement) or (ii) where Collateral Loans are sold by the Borrower in connection with a Permitted Securitization.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Authorization Purchase and Sale Terms of the Private Placement Units A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including the Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.