Outstanding Company Membership Interests Sample Clauses

Outstanding Company Membership Interests. Seller owns 100% of the issued and outstanding Company Membership Interests, and there are no Company Membership interests owned by any Person except Seller. No Person has a right to acquire any Company Membership Interests or other securities of the Company, including securities convertible into or exchangeable for any Company Membership Interests and there are no outstanding Contracts to issue any Company Membership Interests or other securities of the Company. No Group Company, or any Representative of any Group Company, has ever promised or granted to any Person any right to receive Company Membership Interests. All issued and outstanding Company Membership Interests are duly authorized, validly issued, fully paid and non-assessable, in compliance with the Company’s Operating Agreement, and are free of any Encumbrances, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Company’s Articles of Organization, the Company’s Operating Agreement or any Contract to which the Company is a party or by which the Company is bound. All issued and outstanding Company Membership Interests were issued in material compliance with all applicable Legal Requirements and all material requirements set forth in applicable Contracts.
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Outstanding Company Membership Interests. Subject to the terms and conditions set forth in this Agreement, all Interests of the Related Entities that are outstanding and owned by the Members, immediately prior to the Effective Time shall be converted and transferred to the Company in return for the consideration as set forth on Schedule 1.1 hereto (hereinafter, the “Exchange Consideration”).
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Outstanding Company Membership Interests. Subject to the terms and conditions set forth in this Agreement, (x) the Company Membership Interests that are outstanding and owned by a Member, other than those Members set forth on Annex 9, immediately prior to the Effective Time shall become and be converted into the right to receive an amount in cash and a number of shares of Acquiror Common Stock, in each case, as set forth next to such Member's name in Annex 14 (the aggregate amount of cash being
Sample 1
Outstanding Company Membership Interests. Subject to the terms and conditions set forth in this Agreement, all Company Membership Interests that are outstanding and owned by a Member immediately prior to the Effective Time shall become and be converted into the right to receive (i) an amount in cash equal to the Consideration Percentage of such Member multiplied by the Cash Pool Amount (the "Cash Consideration"), and (ii) a number of shares of Acquiror Common Stock equal to the Consideration Percentage of such Member multiplied by the Stock Pool Amount (the "Stock Consideration" and, collectively with the Cash Consideration, the "Merger Consideration"), subject to adjustment as provided in paragraph (c) of this Section 3.01.
Sample 1
Outstanding Company Membership Interests. Subject to the terms and conditions set forth in this Agreement, all Interests of Far Rockaway and Atlantic that are outstanding and owned by the Members, immediately prior to or at the Effective Time shall be converted and transferred to the Company in return for the consideration as set forth on Schedule 1.1 hereto (hereinafter, the “Exchange Consideration”).
Sample 1

Related to Outstanding Company Membership Interests

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Ownership Interest, Etc The Servicer shall, at its expense, take all action necessary or reasonably desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the Administrator or any Purchaser Agent may reasonably request. In order to evidence the interests of the Administrator (on behalf of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrator) to maintain and perfect, as a first-priority interest, the Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator’s security interest as a first-priority interest. The Administrator’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrator.

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