Contributed Interests. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests or any equity interest in any Contributed Entity that will be in effect as of the Closing.
Contributed Interests. Except as set forth in the applicable Governing Agreement, there are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests or any equity interest in the Contributed Entity that will be in effect as of the Closing.
Contributed Interests. (a) The Contributed Interests (i) constitute 100% of the limited liability company interests in the Contributed Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). To the knowledge of the P66 Parties, the Xxxxxx Interests (i) constitute 100% of the limited liability company interests in Xxxxxx Frac LLC and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). None of the Contributed Interests, the Xxxxxx Interests or the partnership interests in P66 Opco are subject to or were issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests, Xxxxxx Frac LLC or P66 Opco, as applicable, the organizational documents of any Contributed Entity, Xxxxxx Frac LLC, P66 Opco or any contract, arrangement or agreement to which P66 Company, PDI or any Contributed Entity or, to the knowledge of the P66 Parties, Xxxxxx Frac LLC, P66 Opco or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets (including the Contributed Assets) is otherwise bound.
Contributed Interests. (a) The Contributed Interests (i) constitute 100% of the limited liability company interests in the Contributed Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). None of the Contributed Interests are subject to or were issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests, the organizational documents of any Contributed Entity, or any contract, arrangement or agreement to which P66 Company, PDI or any Contributed Entity or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets (including the Contributed Assets) is otherwise bound.
Contributed Interests. (a) The Contributed Interests (i) constitute one hundred percent (100%) of the limited liability company interests in VEX and (ii) are duly authorized, validly issued and fully paid (to the extent required by VEX’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the Texas Business Organizations Code). The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, VEX’s Organizational Documents, or any Contract to which the Contributor or any of its Affiliates is a party or to which it or any of its properties or assets is otherwise bound.
Contributed Interests. (a) The Contributed Interests (i) constitute 40% of the limited liability company interests in Bayou Bridge and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in the Bayou Bridge LLC Agreement, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Contributed Interests or Bayou Bridge or the organizational documents of any P66 Party or Bayou Bridge, or any contract, arrangement or agreement to which Bayou Bridge is a party or to which it or any of its respective properties or assets is otherwise bound.
Contributed Interests. (a) The Contributed Interests (i) constitute 100% of the limited liability company interests in the Contributed Entities and (ii) were duly authorized and validly issued and are fully paid and non-assessable. The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, any Contributed Entity’s organizational documents, or any contract, arrangement or agreement to which P66 Company or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound.
Contributed Interests. (a) The Contributed Interests (i) constitute (A) 100% of the limited liability company interests in the Contributed Entities and (B) a 19.4571% equity interest in Explorer and (ii) were duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.8, the Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such Contributed Interests, any Contributed Entity’s or Explorer’s, as the case may be, organizational documents, or any contract, arrangement or agreement to which any Contributing Party, Contributed Entity, Explorer or any of their respective Subsidiaries is a party or to which it or any of their respective properties or assets is otherwise bound.
Contributed Interests. (a) After giving effect to the Internal Reorganization Transactions prior to the Closing, (i) the Contributed Interests will (A) constitute 100% of the limited liability company interests in ARKS and (B) will be duly authorized and validly issued and fully paid (to the extent required by ARKS’s Organizational Documents) and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act), and (ii) Alon Assets will be the sole member of ARKS. The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, ARKS’s Organizational Documents, or any Contract to which ALJ or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound.
Contributed Interests. (a) After giving effect to the Internal Reorganization Transactions, the Contributed Interests will (i) constitute 100% of the limited liability company interests in WRWI and (ii) will be duly authorized and validly issued and fully paid (to the extent required by WRWI’s Organizational Documents) and non-assessable (except as such non-assessability may be limited by Section 18-607 of the Delaware Limited Liability Company Act). The Contributed Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to such interests, WRWI’s Organizational Documents, or any Contract to which Western or any of its Subsidiaries is a party or to which it or any of its properties or assets is otherwise bound.
