Capitalization; Title to Units Sample Clauses

Capitalization; Title to Units. The Units held by the Transferor represent the entire right, title and interest in and to the ownership interests in the Company, and there is outstanding no option, warrant, contract, agreement or other obligation (whether by law or contract) on the part of the Transferor or the Company to issue or sell any Units to any other Person. The Transferor has owned the Units continuously since the date of the Company’s formation. The Transferor owns the Units free and clear of any lien, charge, encumbrance, right of first refusal, option or other claim (collectively, “Liens”). This Agreement and the other instruments to be executed and delivered by the Transferor at the closing are sufficient to transfer to the Transferee complete ownership of and title to the Units, free and clear of any Lien.
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Capitalization; Title to Units. (a) Section 2.4(a) of the Seller Disclosure Letter sets forth all of the authorized, issued and outstanding equity interests of each of the Transferred Companies and the record and beneficial owners thereof. All of the issued and outstanding equity interests of the Transferred Companies have been duly authorized and validly issued and are fully paid and nonassessable. Seller indirectly owns all of the Units, beneficially and of record, free and clear of any Lien except for Liens to be released at the Closing.
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Capitalization; Title to Units. (a) The authorized Capital Stock of the Company consists of 100 Class A Units and 100 Class B Units. As of the date hereof, there is outstanding one Class A Unit, which is owned beneficially and of record by Seller, and no Class B Units. As of the Closing Date after giving effect to the Contribution but before giving effect to the Transfer, there will be outstanding 100 Class A Units and 100 Class B Units, all of which will be owned beneficially and of record by Seller. As of the Closing Date after giving effect to all of the Transactions, there will be outstanding 100 Class A Units, 60% of which will be owned beneficially and of record by Seller and 40% of which will be owned beneficially and of record by Metaldyne, and 100 Class B Units, all of which will be owned beneficially and of record by Seller. All outstanding Units of the Company have been duly authorized and validly issued and are fully paid and non-assessable. Except as contemplated by this Agreement or the Related Agreements, there are no outstanding (i) limited liability company interests or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for limited liability company interests or voting securities of the Company or (iii) options, agreements or other rights to acquire from the Company or Seller, or other obligations of the Company to issue, any limited liability company interests, voting securities or securities convertible into or exchangeable for limited liability company interests or voting securities of the Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any securities.
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Capitalization; Title to Units. 3.4.1 Seller is the sole member of the Company and owns of record and beneficially all of the Units free and clear of any Liens other than restrictions imposed thereon by applicable securities Laws. The Units represent 100% of the issued and outstanding membership interests in the Company. Upon the consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Units free and clear of Liens other than those restrictions imposed thereon by applicable securities Laws.
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Capitalization; Title to Units. As of the date of execution of this Agreement, the CAL Interests, expressed by a total of Fifteen Million (15,000,000) Units, are One Hundred percent (100%) held by the Selling Members in the amounts opposite their names on Exhibit B hereto. Other than the Selling Members, CAL does not have any New or proposed Members and only the Selling Members defined herein on Exhibit B are party to this agreement.
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Related to Capitalization; Title to Units

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

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