This llc membership interest purchase agreement template has 13 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our llc membership interest purchase agreement template:
LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT This LLC Membership Interest Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the "Buyer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, Buyer desires to purchase from [YOUR COMPANY NAME], (the "First Party" hereinafter) and First Party desires to sell to [BUYER NAME], (the "Buyer" hereinafter) membership interests representing [NUMBER %] of the First Party membership interests as described in the New LLC Agreement (as defined herein) and a warrant representing the right to purchase, in certain circumstances, a [NUMBER %] interest (subject to adjustment as provided in the warrant) in the [SPECIFY] Business of First Party (as defined in such warrant), on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the parties agree as follows: PURCHASE AND SALE OF MEMBERSHIP INTERESTS Sale and Purchase At the Closing, Buyer shall purchase from First Party, and First Party shall sell and issue to Buyer, Class [SPECIFY] LLC Membership Interests in First Party representing [PERCENTAGE] of the outstanding First Party membership interests immediately after giving effect to consummation of this transaction (the "Membership Interests") and a warrant representing the right to purchase, in certain circumstances, an interest in the Internet Business of First Party in the form of Exhibit [SPECIFY] hereto (the "Warrant"), for an aggregate purchase price of [AMOUNT] (the "Purchase Price"), of which [AMOUNT] shall be allocated to the Warrant, and subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein (the "Sale and Purchase"). Closing The Sale and Purchase shall take place on the date hereof at the offices of [SPECIFY] (which time and place are designated as the "Closing"). Deliveries at Closing At the Closing, the parties shall, respectively, make the following simultaneous deliveries: First Party shall deliver to Buyer: a certificate or certificates representing the Membership Interests, duly executed on behalf of First Party, the Warrant, duly executed on behalf of First Party, the Fourth Amended and Restated Limited Liability Company Agreement of First Party (the "New LLC Agreement"), in the form of Exhibit [SPECIFY] hereto, duly executed on behalf of First Party, [SPECIFY], [SPECIFY], [SPECIFY] and [SPECIFY] the "Existing Members"), and a cross receipt, duly executed on behalf of First Party, indicating receipt of the Purchase Price from Buyer. Buyer shall deliver to First Party (i) the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated by First Party, (ii) the New LLC Agreement duly executed on behalf of Buyer, and (iii) a cross receipt, duly executed on behalf of Buyer, indicating receipt of the Membership Interests and the Warrant from First Party. The parties shall execute and deliver such other documents as are customary and reasonably necessary to consummate the transactions contemplated hereby. REPRESENTATIONS AND WARRANTIES OF First Party First Party hereby represents and warrants as follows: Organization and Qualification First Party is a limited liability company duly organized and validly existing under the laws of the State of [SPECIFY]. First Party has all requisite power and authority to carry on its business as currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on First Party's business, properties or financial condition (a "Material Adverse Effect"). First Party is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. Capitalization As of the Closing, the outstanding equity of First Party will consist of Class [SPECIFY] membership interests, as set forth on Exhibit [SPECIFY] hereto. Other than such membership interests, as of the Closing, options to acquire Class A membership interests equal to approximately [PERCENTAGE] of the outstanding LLC interests are outstanding under the First Party Non-qualified Class [SPECIFY] LLC Unit Option Plan, the exercise of which options shall be dilutive, on a net treasury basis, only to the other holders of the Class [SPECIFY] Interests. In addition, upon a Conversion (as defined in the Third Amended and Restated Limited Liability Company Agreement of First Party (the "LLC Agreement")) and a subsequent public offering of the common stock of First Party's successor corporation, First Party intends to issue common stock pursuant to the First Party Phantom Performance Unit Plan, a true and correct copy of which has been provided to Buyer. On or prior to the initial public offering, First Party may issue additional options to acquire equity interests in First Party or the successor public company, provided that options for no more than an aggregate of [PERCENTAGE] of the fully-diluted equity shall be dilutive to Buyer as of the initial public offering. Except as set forth above and in the LLC Agreement and the New LLC Agreement, there are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from First Party of any equity interest in First Party. Assuming the accuracy of the representations of Buyer and Second Party contained herein, all outstanding equity interests have been issued in compliance with state and federal securities laws. Subsidiaries Except for [SPECIFY], Inc., a [STATE] corporation, First Party does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. First Party is not a participant in any joint venture, partnership, or similar arrangement. Authorization As of the Closing, all action on the part of First Party, its officers, directors and Existing Members necessary for the authorization, execution and delivery of this Agreement, the New LLC Agreement, the Warrant and the performance of all obligations of First Party hereunder and thereunder shall have been taken, and this Agreement, the New LLC Agreement and the Warrant, assuming due execution by the parties hereto and thereto, will constitute valid and legally binding obligations of First Party, enforceable in accordance with their respective terms, subject to: judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights. Valid Issuance of Membership Interests and the Warrant The Membership Interests and the Warrant, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer directly or indirectly created by First Party other than restrictions on transfer under this Agreement, the terms of the Warrant, the New LLC Agreement and under applicable state and federal securities laws. Governmental Consents
