Outstanding Membership Interests. The 100% interest of the REIT in the Limited Liability Company shall continue unchanged as a 100% interest of the Surviving Entity.
Outstanding Membership Interests. The number, class, and series of issued and outstanding equity securities of TopCo held by each Member is set forth on Section 3.13(b) of the Disclosure Schedule, no equity securities are issued or outstanding that are not set forth on Section 3.13(b) of the Disclosure Schedule, and no equity securities will be issued or outstanding as of the Closing Date that are not set forth on Section 3.13(b) of the Disclosure Schedule. All issued and outstanding equity securities of TopCo (x) have been duly authorized and validly issued, (y) were offered, issued, sold and delivered by TopCo in compliance in all material respects with applicable Law, TopCo’s Organizational Documents, and all requirements set forth in applicable Contracts, and (z) except with respect to certain of the Incentive Class C Interests as to vesting, as set forth on Section 3.13(b) of the Disclosure Schedule, are not subject to vesting, forfeiture, any right of rescission, right of first refusal or preemptive right under applicable Law, TopCo’s Organizational Documents or any Contract to which TopCo is a party, except with respect to vesting requirements with respect to certain of the Incentive Class C Interests as set forth on Section 3.13(b) of the Disclosure Schedule. There is no Liability for distributions accrued and unpaid by TopCo.
Outstanding Membership Interests. The number and class and series of issued and outstanding equity securities held by each of TopCo and MidCo is set forth on Section 4.3(b) of the Disclosure Schedule, no equity securities are issued or outstanding that are not set forth on Section 4.3(b) of the Disclosure Schedule, and no equity securities will be issued or outstanding as of the Closing Date that are not set forth on Section 4.3(b) of the Disclosure Schedule. All such equity securities (x) have been duly authorized and validly issued, (y) were offered, issued, sold and delivered by the Company in compliance in all material respects with applicable Law, the Company’s Organizational Documents, and all requirements set forth in applicable Contracts, and (z) are not subject to vesting, forfeiture, any right of rescission, right of first refusal or preemptive right under applicable Law, the Company’s Organizational Documents or any Contract to which the Company is a party. There is no Liability for distributions accrued and unpaid by the Company.
Outstanding Membership Interests. The Membership Interest represents all of the issued and outstanding membership interests of TIH.
Outstanding Membership Interests. All of the issued and outstanding membership interests of the Company are owned by the Seller, free and clear of any Lien. All of the outstanding membership interests of the Company are duly authorized and validly issued, fully paid and nonassessable. No other class of ownership interests of the Company is authorized or outstanding.
Outstanding Membership Interests. The Membership Interests set forth opposite the respective names of the Sellers on Schedule 3.1(b) are the only Membership Interests that have been authorized for issuance and have been issued by the Companies and neither Company has (i) granted any options or rights to purchase, or issued any securities that are exchangeable for or exercisable into, any Membership Interests ("Derivative Interests") and (ii) neither Company has entered into and is a party to any agreement, contract or commitment obligating it to sell or issue any Membership Interests or any Derivative Interests in such Company.
Outstanding Membership Interests. All of the issued and outstanding Membership Interests of the Members are as set forth in Section 4.3 of the Company Disclosure Schedule. All of such interests have been duly authorized and validly issued, are (except as set forth in Section 4.3 of the Company Disclosure Schedule) fully paid and nonassessable and are not subject to any preemptive or similar rights. Except as contemplated by this Agreement, there is neither outstanding nor has the Company agreed to grant or issue any additional equity securities or any Option Security or Convertible Security. Other than this Agreement as it relates to the Ohio Merger, the Company is not a party to or is bound by any agreement, put or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any equity securities or any Option Security or Convertible Security. All of the issued and outstanding interests of Members have been issued in compliance with applicable Federal and state securities laws.
Outstanding Membership Interests. Except as contemplated by this Agreement, between the date hereof and the Closing, the Company will not issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company other than pursuant to the Ohio Merger.
Outstanding Membership Interests. Each Member’s Membership Interests shall be set forth on Exhibit A hereto (which shall be amended from time to time by the Managers (which amendment shall not require the consent of any Member) as additional Members are added to the Company, if any, or the Membership Interests of the Members are adjusted, in each case subject in all cases to the terms and conditions of this Agreement).
Outstanding Membership Interests. The Seller is authorized to issue 1000 membership interests, of which 100 membership interests are issued and outstanding, none is held in its treasury and all are owned beneficially and of record by the Member. No other class of equity of the Seller is authorized or outstanding. All of the issued and outstanding Membership Interests of the Seller’s equity are duly authorized and are validly issued, fully paid, non-assessable and free of pre-emptive rights. None of the issued and outstanding Membership Interests have been issued in violation of any federal or state law.
