Membership Interests of the Company Sample Clauses

Membership Interests of the Company. The Membership Interests are all owned of record by Sellers. All of the Membership Interests have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with (i) the Organizational Documents of the Company, (ii) all applicable federal and state securities Laws and (iii) any preemptive rights or rights of first refusal of any Person. Except as set forth in Section 4.2 of the Disclosure Schedule: (1) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any membership interests of the Company; (2) there does not exist, nor is there outstanding, any right or security granted to, issued to or entered into with any Person to cause the Company to issue, grant or sell any membership interests of the Company or any other profit participation rights to any Person (including any warrant, stock option, call, preemptive right, convertible or exchangeable obligation, subscription for membership interests, shares or securities convertible into or exchangeable for membership interests or shares of the Company, or any other similar right, security, instrument or agreement) and there is no commitment or agreement to grant or issue any such right or security; (3) there is no obligation, contingent or otherwise, of the Company to: (x) repurchase, redeem or otherwise acquire any share or other equity interests of the Company; or (y) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person; and (4) there are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company are entitled to vote. Since the date of its organization, the only issued and outstanding equity interests of the Company has been voting common stock or membership interests with equal rights and preferences and the Company has not made any disproportionate distributions to any Seller or any other equity holder.
Sample 1
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Membership Interests of the Company. 8 5.4 AUTHORITY; NO CONFLICT............................................9 5.5 TRANSACTIONS IN CAPITAL STOCK; ORGANIZATION ACCOUNTING...........10 5.6 [RESERVED].......................................................10 5.7 SUBSIDIARIES.....................................................10 5.8 PREDECESSOR STATUS; ETC..........................................10 5.9 SPIN-OFF BY THE COMPANY..........................................10 5.10
Sample 1
Membership Interests of the Company. The respective designations and numbers of outstanding membership interests and voting rights of each class of outstanding membership interests and securities convertible, exercisable or redeemable for membership interests (collectively, "Convertible Securities"), or rights, warrants, puts, calls or options relating to membership interests (collectively, "Options") of the Company as of the date of this Agreement are as set forth on SCHEDULE 5.3 hereto. All of the issued and outstanding Company Xxxxx, Convertible Securities and Options of the Company are owned by the Persons listed on SCHEDULE 5.3 and in the amounts and at the applicable exercise prices set forth thereon, and are owned free and clear of all Encumbrances, and no other Person (other than Clarant) has any right to acquire any membership interest in the Company or any of its Subsidiaries. All of the issued and outstanding Company Units have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Members and were offered, issued, sold and delivered by the Company in compliance with all applicable state and Federal securities laws concerning the offering and sale or grant of securities. All of the Options have been duly authorized and validly issued, are held of record and beneficially by the respective option holders set forth on SCHEDULE 5.3, and were granted in compliance with all applicable state and Federal securities laws concerning the grant of options. Set forth on SCHEDULE 5.3 is a complete list of all the Company's unit holders' agreements, buy-sell agreements, security subscription agreements, registration rights agreements, voting agreements, option plans and agreements and other similar agreements (collectively, "Securities Agreements"), and a copy of each such agreement is attached thereto. To the Knowledge of the Company and the Members, there are no breaches or defaults by the Company or the Members under any of the Company's Securities Agreements.
Sample 1
Membership Interests of the Company. Seller is the sole member and owns and otherwise holds, the only membership interest in each of the Companies. Each Membership Interest has been duly authorized and validly issued, is owned of record and beneficially by Seller and is free and clear of all liens, encumbrances and claims of every kind. All of the Membership Interests were offered, issued, sold and delivered in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of the Membership Interests were issued in violation of the preemptive rights of any past or present member.
Sample 1
Membership Interests of the Company. The authorized membership interests of the Company are shown on Schedule 3.3. All of the Company's issued and outstanding membership interests have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Sellers in the amounts set forth in Schedule 3.3, and are free and clear of all liens, encumbrances and claims of every kind. All such membership interests were offered, issued, sold and delivered in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such membership interests were issued in violation of the preemptive rights of any past or present member.
Sample 1
Membership Interests of the Company. Each issued and outstanding membership interest of the Company (other than membership interests to be canceled in accordance with Section 3.2(b)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, in cash, the portion of the Merger Consideration set forth opposite the name of each such holder on Exhibit 3.2(c). All such membership interests, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such membership interest shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration set forth opposite the name of such holder on Exhibit 3.2(c) (less the portion of the Escrow Amount and the Expense Reserve Amount allocated to such Former Securityholder as set forth on Exhibit 3.2(c)) in consideration therefor.
Sample 1
Membership Interests of the Company. Each membership interest of the Company (the “Membership Interests”) held by New Holdco issued and outstanding as of immediately prior to the Effective Time shall at the Effective Time automatically be converted into the right to receive (subject to Section 2.1(f)) (i) an amount equal to the Aggregate Cash Merger Consideration, divided by the total number of Fully-Diluted Common Shares, in cash, without interest, (ii) the Aggregate Stock Merger Consideration, divided by the total number of Fully-Diluted Common Shares and (iii) if and when payable in respect of such Membership Interests in accordance with Section 2.8, the Per Share Earn-Out Value, and thereafter shall no longer be outstanding and shall automatically be canceled, and shall cease to exist after the Effective Time (the “Total Consideration”). Notwithstanding anything to the contrary in this Agreement, no fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof if New Holdco would otherwise be entitled to a fraction of a share of Parent Common Stock it shall receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of (x) such fraction, multiplied by (y) the Parent Stock VWAP.
Sample 1
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Membership Interests of the Company. All of the issued and outstanding membership interests of the Company are owned beneficially and of record by HoldCo. The membership interests of the Company have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. From and after the Closing, the Surviving Entity will continue to hold good and valid title to all membership interests of the Company, free and clear of all Encumbrances.
Sample 1

Related to Membership Interests of the Company

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

  • 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.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • 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.

  • 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.

  • 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:

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

  • 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.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

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