Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company, (ii) securities of the Project Company convertible into or exchangeable for any equity interests or voting securities of the Project Company or (iii) options or other rights to acquire from the Project Company, or other obligation of the Project Company to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of the Project Company, or any obligations of the Project Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.
Acquired Interests. As of , Acquirer has acquired from Producer the interest in the oil and gas leases and properties described in Exhibit A hereto (the “Acquired Interests”).
Acquired Interests. Each Consenting Lender severally, and not jointly, or jointly or severally, represents and warrants to the Plan Investor that it has not acquired an interest in shares (as such term is defined in the UK City Code of Takeovers and Mergers) in the Plan Investor during the course of the twelve months prior to the date of this Agreement (any such acquisition, a “Disqualifying Transaction”).
Acquired Interests. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Xx. Xxxxxx and Xx. Xxxxxxxxx shall contribute, assign, transfer and deliver to Acquirer (or a designated subsidiary of Acquirer), and Acquirer shall accept delivery from Xx. Xxxxxx and Xx. Xxxxxxxxx of, all of the Equity Interests of EFS, and RPS Holdings shall contribute, assign, transfer and deliver to Acquirer (or a designated subsidiary of Acquirer), and Acquirer shall accept delivery from RPS Holdings of, all of the Equity Interests of RPS (collectively, the “Acquired Interests”), free and clear of any and all Liens (except for restrictions on transfer under the Securities Act), in exchange for the Total Consideration (as defined in Section 2.02 below).
Acquired Interests. (a) Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Contributor shall (and the MCE Owners shall cause Contributor to) contribute, assign, transfer and deliver to Acquirer, and Acquirer shall accept delivery from Contributor of, the following Equity Interests (collectively, the “Acquired Interests”) owned by Contributor, free and clear of any and all Liens (other than any transfer restrictions imposed by federal and state securities laws), in exchange for the Total Consideration (as defined in Section 2.02 below) delivered in accordance with Section 2.02:
Acquired Interests. If during the period between the date of this Agreement and the third anniversary of the Closing Date (the “AMI Term”) ROI or its affiliates, either solely or jointly with any other person or entity, should acquire or be granted an oil and gas lease, mineral interest, or other oil and gas interest covering any properties located in AMI (an “Acquired Interest”), then ROI shall (or shall cause its affiliates to) notify GMXR of the acquisition (such notice to GMXR being referred to herein as the “Acquisition Notice”), such Acquisition Notice to be given within thirty (30) days after the acquisition by ROI or its affiliate; provided, however, that with respect to acquisitions of Acquired Interests prior to Closing (“Pre-Closing Acquired Interests”), the Acquisition Notice shall be provided as soon as possible after the consummation of the acquisition, but in any event not later than the Closing Date. GMXR shall have the right, but not the obligation, to acquire all of the Acquired Interest for a purchase price equal to the lease bonus paid or purchase price paid by ROI or its affiliate (the “Acquisition Cost”) to acquire the Acquired Interests; provided, however that the purchase price for any Pre-Closing Acquired Interests shall be an amount equal to the greater of (i) $1,250 per net acre of the Acquired Interest or (ii) 120% of the Acquisition Cost for such Pre-Closing Acquired Interest. The Acquisition Notice shall include a reasonably detailed description of the Acquired Interest, the lands and depths covered thereby, and the consideration paid therefor, and shall also include true, correct and complete copies of any farmout agreement, purchase agreement, lease, option, assignment, or other instruments or agreements pursuant to which the interest was acquired or to which it is subject. At GMXR’s request, ROI shall meet with GMXR to discuss and share any data that ROI used to support the purchase of the Acquired Interests. GMXR shall, within forty-five (45) days following the later of the Closing Date or GMXR’s receipt of the Acquisition Notice, notify ROI in writing whether or not GMXR elects to purchase any Acquired Interest. A failure to timely respond to the Acquisition Notice shall be deemed an election not to purchase the Acquired Interest. If ROI or any of its affiliates acquires more than one Acquired Interest, GMXR may make separate elections as to each Acquired Interest. If GMXR elects to purchase any Acquired Interests, then GMXR shall on the lat...
Acquired Interests. The Sellers, together, hold of record and own all of the Acquired Interests, which Acquired Interests represent one hundred percent (100%) of the of the Company’s issued and outstanding equity securities, free and clear of any restrictions on transfer, taxes, liens, claims, mortgages, charges, exceptions or encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Neither Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than under this Agreement). Neither Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital securities of the Company. Each Seller has full right to sell and transfer the Acquired Interests and, upon consummation of the transactions hereunder, the Sellers will convey and transfer to the Purchaser, good, marketable title to the Acquired Interests free and clear of any and all restrictions, agreements, claims, liens, charges, pledges, encumbrances or limitations on alienability of any kind. Neither Seller is under any order of any court or tribunal prohibiting, restricting or impairing its right to transfer the Acquired Interests.
Acquired Interests. Seller owns, directly or indirectly through one or more Seller Affiliates as identified in Part I of Appendix C, of record and beneficially one hundred percent (100%) of the Acquired Interests. Part I of Appendix C sets forth the equity capitalization of the Project Company. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of the Project Company,
Acquired Interests. (a) Seller is the record and beneficial owner of the Acquired Interests and has full power to sell, assign and deliver the Acquired Interests to Purchaser. The Acquired Interests are free and clear of all Liens and any debts whatsoever, other than any Liens pursuant to the LLC Agreements and restrictions on transfer under the Securities Act. Seller is not a party to any option, warrant, right (including preemptive right or redemption right), contract, call, put or other agreement or commitment providing for the disposition or acquisition of any interest in the Acquired Interests, other than the LLC Agreements and those arising under the Securities Act.
Acquired Interests. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, and covenants contained in this Agreement, at the Closing, Buyer shall purchase the Acquired Interests from Sellers, and Sellers shall sell, transfer and assign the Acquired Interests to Buyer, free and clear of any Encumbrance.
