Membership Interests in the Company Sample Clauses

Membership Interests in the Company. The respective designations and numbers of outstanding membership interests are as set forth in Schedule 3.4. All of the issued and outstanding Interests have been duly authorized and validly issued, and are owned of record and beneficially by the Members in the amounts set forth in Schedule 3.4 free and clear of all Liens. All of the issued and outstanding Interests were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal Laws concerning the issuance, offer and sale of securities. None of such Interests was issued in violation of any preemptive rights, rights of first refusal or similar rights. There are no voting agreements or voting trusts with respect to any of the outstanding Interests.
Sample 1
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Membership Interests in the Company. The Seller is the sole legal and beneficial owner of all of the issued and outstanding Membership Interests of the Company. The Purchased Securities are, and will be transferred to Purchaser on the Closing Date, free and clear of all liens, encumbrances, pledges, and claims of any type whatsoever. Seller has and shall have on the Closing Date the full right to transfer, assign, and deliver the Purchased Securities to Purchaser. Upon the closing of the transactions contemplated herein, the Purchaser shall own fifty-five (55%), and collectively with the Seller, one hundred percent (100%) of the authorized, issued and outstanding Membership Interests in the Company.
Sample 1
Membership Interests in the Company. As of the date hereof and without giving effect to the consummation of the transactions contemplated hereby, the Membership Interests constitute all of the membership interests in the Company. The Seller owns all of the Membership Interests free and clear of all Encumbrances. There are no outstanding contractual obligations of the Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.
Sample 1
Membership Interests in the Company. Such Seller owns, beneficially and of record, 50% of the Membership Interests, free and clear of Encumbrances. Other than as may be imposed by applicable federal and state securities laws or the HSR Act, there are no restrictions on the sale of the Acquired Interests as provided hereunder and upon the consummation of the Transactions, there will be no restrictions on the transfer of any Acquired Interests other than as may be imposed by applicable federal and state securities laws, and Roxio will acquire good title to and complete ownership of such Acquired Interests, free and clear of all Encumbrances (other than Encumbrances created by Roxio).
Sample 1
Membership Interests in the Company. Upon the contribution by the Members of the cash, property, or services, all as set forth on Exhibit “A,” the Members shall own, in the aggregate, all of the Membership interests, to be allocated among them in proportion to their respective Initial Capital Contributions.
Sample 1
Membership Interests in the Company. On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, (i) all of the membership interests in the Company held by XXXX Energy, Inc. shall be exchanged for 100% of the outstanding membership interest in the Surviving Company, and (ii) all of the membership interests in the Company held by XXXX Global, Inc. shall be converted into the right to receive $160,016 in cash, to be paid by the Surviving Company promptly following the Effective Date. XXXX Energy, Inc. and XXXX Global, Inc. together constitute the holders of all of the membership interests in the Company.
Sample 1
Membership Interests in the Company. It owns, beneficially and of record, the Units (or the Warrants) indicated adjacent to its name in Schedule 4.2, free and clear of Encumbrances other than those reflected on Schedules 3.4(i)(I)(a) and 3.4(i)(I)(b). Upon consummation of the Sale, the Purchaser will have acquired from such Seller ownership to such Units and Warrants, free and clear of all Encumbrances (other than Encumbrances created by the Purchaser).
Sample 1
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Membership Interests in the Company. The Interests are the only membership interests in the Company. The Interests have been duly issued in accordance with the Charter Documents and are owned of record and beneficially by the Members, free and clear of all Liens. The Interests were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of the Interests was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the Interests, except as set forth in the Charter Documents. Schedule 3.4 sets forth the percentage ownership of the Company represented by Xxxxxxxx'x and Xxxxx'x respective ownership of the Interests.
Sample 1

Related to Membership Interests in the Company

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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