Outstanding Membership Interests. The 100% interest of the REIT in the Limited Liability Company shall continue unchanged as a 100% interest of the Surviving Entity.
Outstanding Membership Interests. The number, class, and series of issued and outstanding equity securities of TopCo held by each Member is set forth on Section 3.13(b) of the Disclosure Schedule, no equity securities are issued or outstanding that are not set forth on Section 3.13(b) of the Disclosure Schedule, and no equity securities will be issued or outstanding as of the Closing Date that are not set forth on Section 3.13(b) of the Disclosure Schedule. All issued and outstanding equity securities of TopCo (x) have been duly authorized and validly issued, (y) were offered, issued, sold and delivered by TopCo in compliance in all material respects with applicable Law, TopCo’s Organizational Documents, and all requirements set forth in applicable Contracts, and (z) except with respect to certain of the Incentive Class C Interests as to vesting, as set forth on Section 3.13(b) of the Disclosure Schedule, are not subject to vesting, forfeiture, any right of rescission, right of first refusal or preemptive right under applicable Law, TopCo’s Organizational Documents or any Contract to which TopCo is a party, except with respect to vesting requirements with respect to certain of the Incentive Class C Interests as set forth on Section 3.13(b) of the Disclosure Schedule. There is no Liability for distributions accrued and unpaid by TopCo.
Outstanding Membership Interests. The number and class and series of issued and outstanding equity securities held by each of TopCo and MidCo is set forth on Section 4.3(b) of the Disclosure Schedule, no equity securities are issued or outstanding that are not set forth on Section 4.3(b) of the Disclosure Schedule, and no equity securities will be issued or outstanding as of the Closing Date that are not set forth on Section 4.3(b) of the Disclosure Schedule. All such equity securities (x) have been duly authorized and validly issued, (y) were offered, issued, sold and delivered by the Company in compliance in all material respects with applicable Law, the Company’s Organizational Documents, and all requirements set forth in applicable Contracts, and (z) are not subject to vesting, forfeiture, any right of rescission, right of first refusal or preemptive right under applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party. There is no Liability for distributions accrued and unpaid by the Company.
Outstanding Membership Interests. The ownership -------------------------------- interests in the Company consist entirely of 1,500,000 authorized Company Membership Interests, of which (a) 1,044,224 Company Membership Interests are issued and outstanding and not subject to any right of repurchase or vesting, and (b) 1,000,000 Company Membership Interests are reserved and authorized for issuance pursuant to the Company Plan (the "Company Plan Membership Interests"), of which 453,777 are outstanding. The numbers of issued and outstanding Company Membership Interests held by each Company Member are set forth in Schedule -------- 3.4.1(a) to the Company Disclosure Letter. Except as expressly set forth in -------- Schedule 3.4.1(a), no other Company Membership Interests are issued or ----------------- outstanding. The Company holds no treasury Membership Interests, and Company Membership Interests are not represented by certificates. There are no outstanding warrants to purchase Company Membership Interests. Schedule -------- 3.4.1(b) to the Company Disclosure Letter lists for each Person who holds -------- Company Plan Membership Interests, the name of the holder of each such Company Plan Membership Interests, the purchase price for each such Company Plan Membership Interests, the number of Membership Interests or other securities covered by each such Company Plan Membership Interests, and the vesting schedule or schedule for which the Company right of repurchase lapse and the extent each such Company Plan Membership Interests has vested or the right to repurchase has lapsed as of the Agreement Date. True and complete copies of the standard agreement under the Company Plan and each agreement for each Company Plan Membership Interests that does not conform to the standard agreement under the Company Plan have been delivered by the Company to Parent. The vesting Schedule or the Schedule for which the right of repurchase lapses (or any other material terms) of any Company -15-
Outstanding Membership Interests. All of the issued and outstanding membership interests of the Company are owned by the Seller, free and clear of any Lien. All of the outstanding membership interests of the Company are duly authorized and validly issued, fully paid and nonassessable. No other class of ownership interests of the Company is authorized or outstanding.
Outstanding Membership Interests. The Membership Interest represents all of the issued and outstanding membership interests of TIH.
Outstanding Membership Interests. All of the issued and outstanding Membership Interests of the Members are as set forth in Section 4.3 of the Company Disclosure Schedule. All of such interests have been duly authorized and validly issued, are (except as set forth in Section 4.3 of the Company Disclosure Schedule) fully paid and nonassessable and are not subject to any preemptive or similar rights. Except as contemplated by this Agreement, there is neither outstanding nor has the Company agreed to grant or issue any additional equity securities or any Option Security or Convertible Security. Other than this Agreement as it relates to the Ohio Merger, the Company is not a party to or is bound by any agreement, put or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any equity securities or any Option Security or Convertible Security. All of the issued and outstanding interests of Members have been issued in compliance with applicable Federal and state securities laws.
Outstanding Membership Interests. Except as contemplated by this Agreement, between the date hereof and the Closing, the Company will not issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company other than pursuant to the Ohio Merger.
Outstanding Membership Interests. The Seller is authorized to issue 1000 membership interests, of which 100 membership interests are issued and outstanding, none is held in its treasury and all are owned beneficially and of record by the Member. No other class of equity of the Seller is authorized or outstanding. All of the issued and outstanding Membership Interests of the Seller’s equity are duly authorized and are validly issued, fully paid, non-assessable and free of pre-emptive rights. None of the issued and outstanding Membership Interests have been issued in violation of any federal or state law.
Outstanding Membership Interests. Except as set forth on Schedule 4.2, on and as of the date hereof and as of the Closing Date, all of the Equity Interests of the Company are and will be owned by the Members, free and clear of any Lien, and all Equity Interests have been validly issued, fully paid and nonassessable. The Company does not have, and as of the Closing Date will not have, outstanding, and is not, and as of the Closing Date will not be, bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument, except pursuant to the Xxxxx Note.
