Common use of Purchase and Sale of Membership Interest Clause in Contracts

Purchase and Sale of Membership Interest. (a) KCS shall prepare and deliver to NS at least ten (10) Business Days prior to the Closing Date a certificate duly executed by the chief financial officer of KCS certifying as of such date the Capital Contribution Amount (each such certificate, an “Officer’s Certificate”). Subject to the terms and conditions of this Agreement, at the Closing, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, up to a 30% membership interest in the Company (as adjusted pursuant to Section 2.1(b), the “NS Interest”) in exchange for cash consideration, in each case, as determined in accordance with Schedule 2.1(a). (b) Within ten (10) Business Days prior to each six-month anniversary of the Closing Date (each, an “Anniversary Date”) until the NS Interest represents a 30% membership interest in the Company, KCS shall prepare and deliver to NS an Officer’s Certificate. Subject to the terms and conditions of this Agreement, on each Anniversary Date, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, in exchange for cash consideration determined in accordance with Schedule 2.1(a), an additional membership interest in the Company such that, upon the issuance thereof, AGS and KCS will hold the respective percentage membership interests in the Company, in each case, determined in accordance with Schedule 2.1(a).

Purchase and Sale of Membership Interest. (a) KCS shall prepare and deliver to NS at least ten (10) Business Days prior to the Closing Date a certificate duly executed by the chief financial officer of KCS certifying as of such date the Capital Contribution Amount (each such certificate, an “"Officer’s 's Certificate”"). Subject to the terms and conditions of this Agreement, at the Closing, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, up to a 30% membership interest in the Company (as adjusted pursuant to Section 2.1(b), the “"NS Interest”") in exchange for cash consideration, in each case, as determined in accordance with Schedule 2.1(a). (b) Within ten (10) Business Days prior to each six-month anniversary of the Closing Date (each, an “"Anniversary Date”") until the NS Interest represents a 30% membership interest in the Company, KCS shall prepare and deliver to NS an Officer’s 's Certificate. Subject to the terms and conditions of this Agreement, on each Anniversary Date, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, in exchange for cash consideration determined in accordance with Schedule 2.1(a), an additional membership interest in the Company such that, upon the issuance thereof, AGS and KCS will hold the respective percentage membership interests in the Company, in each case, determined in accordance with Schedule 2.1(a).