LLC Interests. The Pledgor will not:
LLC Interests. Pledgor represents and warrants that: (a) any Pledged Company that is a limited liability company has not issued any certificate or other instrument to evidence any of Pledgor’s limited liability company interests in such Pledged Company; (b) the limited liability company interest in any such Pledged Company have not been dealt in or traded on any securities exchange or in securities markets; and (c) the operating agreement of any such Pledged Company does not provide that any limited liability company interest in any such Pledged Company shall be a security governed by Article 8 of the Uniform Commercial Code. Pledgor will not: (A) permit any Pledged Company that is a limited liability company to issue any certificate or other instrument to evidence any of Pledgor’s limited liability company interests in such Pledged Company; (B) permit the limited liability company interest in any such Pledged Company to be dealt in or traded on any securities exchange or in securities markets; or (C) allow the operating agreement of any such Pledged Company to provide that any limited liability company interest in any such Pledged Company shall be a security governed by Article 8 of the Uniform Commercial Code. 4846-2786-2702 4846-2786-2702 DATED as of the date first above written. PLEDGOR: GLOBAL WATER RESOURCES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial Officer and Secretary COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxx Xxxxxx-Xxxxx Name: Xxxx Xxxxxx-Xxxxx Title: Vice President
LLC Interests. The Pledgor owns 100% of the equity interest in TPI and has provided to GE a true, correct and complete copy of the LLC Agreement as in effect on the date hereof.
LLC Interests. The Company shall be authorized to issue two classes of limited liability company interests to the Members: Trust Interests and Allocation Interests as provided in Sections 3.1(a) and (b).
LLC Interests. Against delivery of the Closing Date Payment, Seller shall sell, assign, transfer and deliver to Purchaser all of its rights, title and interests in and to 100% of the LLC Interests free and clear of all Liens. In furtherance thereof, Seller shall deliver and surrender to Purchaser at the Closing the following:
LLC Interests. (a) The LLC Interests identified on Schedule I comprise 100% of the authorized, issued and outstanding Capital Stock of the Borrower; such LLC Interests are duly authorized, validly existing, fully paid and non-assessable; and no transfer of those LLC Interests in the manner contemplated by this Agreement is subject to any contractual restriction, or any restriction under the limited liability company agreement of the Pledgor or the Operating Agreement.
LLC Interests. The Company shall be authorized to issue one class of limited liability company interests (the “LLC Interests”) in an aggregate amount of up to five hundred million (500,000,000) of such LLC Interests. The aggregate number of LLC Interests that are authorized may be increased, from time to time, by an amendment of this Amended Agreement upon the adoption of a resolution by the affirmative vote of at least a majority of the Entire Board of Directors declaring such amendment to be advisable and the approval of such amendment by the affirmative vote of the holders of a majority of the LLC Interests present in person or represented by proxy at the meeting of the Members.
LLC Interests. Such Seller owns the LLC Interests in the joint venture entity listed on Schedule 3.9(a). Except as disclosed on Schedule 3.1(g), no authorization, consent or approval of any member or partner in such joint venture entity other than such Seller is required in connection with the sale of the LLC Interests to the Buyer. The LLC Interests being sold pursuant to this Agreement have been validly issued and are fully paid, owned of record by such Seller identified on Schedule 3.9(a) free and clear of any Liens, and free and clear of, and were not issued in violation of, any conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights or other similar rights or restrictions on transfer, except as set forth in the LLC Joint Venture Agreement. There are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the LLC Interests, other than pursuant to the LLC Joint Venture Agreement. True and complete copies of all operating agreements, membership agreements, voting trusts, proxies or similar agreements or understandings in effect with respect to the ownership and management of such joint venture entity or voting or transfer of any of membership interests of such joint venture entity (collectively, the “LLC Joint Venture Agreement”) have been made available to Buyer.
LLC Interests. Between the date of this Agreement and the Closing, (a) the LLC will take no action to issue any rights or interests in addition to or different from the interests in the LLC shown in the records set forth on Schedule 3.3(c), (b) the LLC will take no action that will cause the interests in the LLC set forth on Schedule 3.3(c) to be revoked, repurchased, rescinded, terminated, liquidated, transferred, amended or modified in any manner and (c) no Stockholder will sell, assign, pledge or otherwise transfer or restrict such Stockholder's interests in the LLC without the prior written consent of AMG. At the Closing, the LLC shall issue the interests and rights therein set forth in the Restated LLC Agreement to the Members (as defined in the Restated LLC Agreement) and shall take such actions as may be reasonably directed by AMG in connection therewith.
LLC Interests. All members of the Company, and all the members thereof by the purchase of interests therein, hereby specify, acknowledge and agree that all interests in the Company are securities governed by Article 8 and all other provisions of the Uniform Commercial Code as adopted and amended in the State of New York (the "UCC"), and pursuant to the terms of Section 8-103 of the UCC, such interests shall be "securities" for all purposes under such Article 8 and under all other provisions of the UCC. In addition, each member interest shall be evidenced by a certificate or certificates showing the number of member interests registered in the name of each member.
