Ownership of Membership Interest. Seller is the sole owner of the Membership Interest free and clear of any right of first refusal or right of first offer, security interest, lien, pledge, option, charge, claim, agreement restricting transfer, voting or any other attribute of ownership, voting trust, proxy or other encumbrance, except as may be imposed by applicable securities laws or the LLCA (collectively, “Encumbrances”). At Closing, Buyer shall obtain good and valid title to the Membership Interest, free and clear of any Encumbrances.
Ownership of Membership Interest. The Selling Members own all of the Membership Interests, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type and the individual ownership of each Selling Member is as set forth on Schedule 1 hereto.
Ownership of Membership Interest. (a) The Sellers are the legal, beneficial, record, and equitable owners of the Membership Interest, free and clear of all Encumbrances whatsoever. The Membership Interest constitutes, in the aggregate, forty percent (40%) of the issued and outstanding equity interests in the Company and is the only remaining equity interests in the Company not owned by the Buyer. There are no outstanding warrants, options, agreements or any other instruments that give any Person the right to purchase, subscribe for or otherwise acquire any equity interests in the Company.
Ownership of Membership Interest. Seller is the sole record and beneficial owner of the Offered Membership Interest free and clear of all Encumbrances. Seller is not a party to any voting trust, proxy, or other agreement or understanding between or among any Persons that affects or relates to the voting or giving of written consent with respect to any outstanding security of the Company. At the Closing, Seller will transfer its entire right, title and interest in and to the Offered Membership Interest to Buyer, free and clear of all Encumbrances (other than such Encumbrances relating to restrictions on transfer expressly contained in the A&R Company LLC Agreement).
Ownership of Membership Interest. (A) Such Seller has good and valid title to and beneficial ownership of the number of Membership Interests of the Company set forth next to such Seller’s name on Section 4.3(A) of the Disclosure Schedules, and such Membership Interests are (i) validly issued, fully paid, and, if applicable, nonassessable, and (ii) except as set forth in Section 4.3(A) or the Disclosure Schedule, free and clear of all Encumbrances.
Ownership of Membership Interest. The Company owns the Membership Interests, free and clear of any Encumbrances other than Permitted Encumbrances, and has the right, power and authority to sell and transfer the Membership Interests to Purchaser in the manner provided herein. Assuming the proper filing of the UCC-3 financing statements by Purchaser, the transfer and delivery of the Membership Interests as contemplated by this Agreement will transfer good and marketable title to the Membership Interests, free and clear of any Encumbrances. The Membership Interests are not subject to any voting trust or voting or similar agreement, nor is any proxy in effect with respect thereto.
Ownership of Membership Interest. (a) Seller is the record and beneficial owner of 100% of the Membership Interest and, except as set forth in Section 4.2(a) of the Seller Disclosure Schedule, the Membership Interest is free and clear of all Encumbrances, excepting only restrictions on the subsequent transfer as may be imposed under applicable Laws. The Membership Interest has been duly authorized, validly issued and fully paid, and has not been issued in violation of any applicable Laws, the Company’s Articles of Organization or Operating Agreement or the terms of any Contract to which any of the Company or Seller is a party or bound. There are no obligations, contingent or otherwise, to issue, sell or transfer, repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of all or any portion of the Membership Interest. There are no bonds, debentures, notes or other Indebtedness of the Company having voting rights (or convertible into securities having voting rights). Except as set forth in Section 4.2(a) of the Seller Disclosure Schedule, there are no other equity interests or securities of the Company reserved for issuance or any outstanding subscriptions, options, warrants, rights, “phantom” stock rights, convertible or exchangeable securities, stock appreciation rights, or other Contracts (other than this Agreement) granting to any Person any interest in or right to acquire at any time, or upon the happening of any stated event, any membership interest in the Company or other equity interests or securities of the Company, or any interest in, exchangeable for, or convertible into, a membership interest in the Company or other equity interests or securities of the Company.
Ownership of Membership Interest. Seller is the only member in the Company and owns one hundred percent (100%) of the outstanding membership interests in the Company. There are no managers or members in the Company other than Seller. Seller has good and marketable title to, and is the sole owner and holder of, the Membership Interest, free and clear of any and all liens, encumbrances, pledges and other interests on, in or to the Membership Interest. Seller has not previously assigned, sold, participated or otherwise transferred all or any part of the Membership Interest nor has Seller entered into any agreement to assign, sell, transfer or participate all or any part of the Membership Interest. The transfer of the Membership Interest to the Purchaser shall validly assign ownership of the Membership Interest to the Purchaser free and clear of any pledge, lien, encumbrance or security interest. Following Seller’s assignment of the Membership Interest to Purchaser, Purchaser shall own 65% of all legal and equitable interests in the Company, free and clear of any and all liens, encumbrances, pledges or other interests.
Ownership of Membership Interest. Seller is the lawful record and beneficial owner of the Membership Interest (which constitute 60% of all of the outstanding membership interests of the Company) and owns such Membership Interest free and clear of all liens, claims and encumbrances whatsoever, except for any encumbrances created by this Agreement, the operating agreement of the Company and restrictions on transfer under federal and state securities laws. Upon execution of this Agreement, the Membership Interest will be exclusively owned by CSH, free and clear of liens, claims and encumbrances whatsoever, except for any encumbrances created by this Agreement, the operating agreement of the Company and restrictions on transfer under federal and state securities laws. The Membership Interest constitutes Seller’s entire interest in the Company.
Ownership of Membership Interest. 29 5.20 No Other Representations or Warranties; Schedules...................................................29
