Ownership of Membership Interests Sample Clauses
The "Ownership of Membership Interests" clause defines who holds legal and beneficial ownership of membership interests in a company, such as an LLC. It typically specifies the names of the members, the percentage or number of interests each owns, and may address how ownership is evidenced or transferred. This clause ensures clarity regarding who has rights to profits, voting, and other member privileges, thereby preventing disputes over ownership and establishing a clear record for both internal governance and external parties.
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Ownership of Membership Interests. (a) Sellers own all of the outstanding membership interests of the Company (the "Membership Interests") in the respective amounts set forth on Schedule I, free and clear of all liens, encumbrances, security interests, pledges, conditional or installment sale agreements, mortgages, charges, and/or any other claim of third parties of any kind (collectively "Liens"). The Membership Interests constitute 100% ofthe issued and outstanding membership interests in the Company. After giving effect to the transactions contemplated by this Agreement, B▇▇▇▇ will own 100% of the Membership Interests. All of the Membership Interests have been, and will be at the Closing, duly authorized, validly issued and outstanding, and fully paid. None of the Sellers has granted, issued, or agreed to grant or issue and/or will grant, issue, or agree to grant or issue auy other equity interest in the Company and there are no, nor will there be at the Closing, outstanding options, warrants, subscription rights, securities that are convertible into or exchangeable for, or any other commitments of any character relating to, any equity interest in the Company (collectively "Equity Rights"). No Membership Interests are, or will be at the Closing, subject to any right of first refusal, preemptive, subscription, or other similar right under any provision of Applicable Law or any agreement (collectively "Preemptive Rights"). There are no voting restrictions or restrictions on transfer of the Membership Interests (collectively "Restrictions").
(b) There are no obligations, contingent or otherwise, of the Company to repurchase, redeem, or otherwise acquire any of the Membership Interests or to make any investment (in the form of a loan, capital contribution, or otherwise) in any Person, The Company does not own or control any equity security or other interest of any other Person, The Company is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person.
(c) Upon consummation ofthe transactions contemplated hereby at the Closing, Buyer will own the Membership Interests free and clear of all Liens, Equity Rights, Preemptive Rights, and/or Restrictions, except any made by Buyer.
Ownership of Membership Interests. As of the date hereof, such H▇▇▇▇▇ has beneficial ownership over the Membership Interests set forth under such Holder’s name on the signature page hereto, is the lawful owner of such Membership Interests, has the sole power to vote or cause to be voted such Membership Interests (to the extent the Membership Interests have associated voting rights), and has good and valid title to such Membership Interests, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents (including the Company Operating Agreement), as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Holder pursuant to arrangements made by such Holder. Except for the Membership Interests of the Company set forth under such H▇▇▇▇▇’s name on the signature page hereto, as of the date of this Agreement, such Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.
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.
Ownership of Membership Interests. Seller is the record and beneficial owner of all of the Membership Interests, and those Membership Interests are owned by Seller free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement all of the Membership Interests, free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements.
Ownership of Membership Interests. The Members are the sole record and beneficial owners of the Membership Interests, all of which Membership Interests are owned free and clear of all Liens, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Members to sell or transfer to any third person any of the Membership Interests owned by the Members, or any interest therein. The Members have full power and authority to exchange, transfer and deliver to Buyer the Membership Interests.
Ownership of Membership Interests. The Members are the sole owners of all membership interests in Daily Engage in the amounts set forth on Schedule A. The Membership Interests have been duly authorized, are duly and validly issued, fully paid, and nonassessable, and are free of any Lien, encumbrance or restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. There is no outstanding security of any kind convertible into or exchangeable for membership interests or equity ownership interest in Daily Engage.
Ownership of Membership Interests. The delivery of certificates to BUYER and the full payment to SELLER will result in BUYER'S immediate acquisition of record and beneficial ownership of the Membership Interests, free and clear of all Encumbrances. There are no outstanding options, rights, conversion rights, agreements or commitments of any kind relating to the issuance, sale or transfer of any Equity Securities or other securities of SELLER.
Ownership of Membership Interests. Such Seller is the direct record and beneficial owner of the Membership Interests set forth on Section 3.01 of the Disclosure Schedules as being owned by such Seller (such Membership Interests, with respect to such Seller, the “Seller Membership Interests”) and has good and valid title to such Seller Membership Interests, free and clear of all Encumbrances except as are imposed by applicable securities Laws, and such Seller has full right, power and authority to transfer and deliver to the Buyer valid title to such Seller’s Seller Membership Interests, free and clear of all Encumbrances except as are imposed by applicable securities Laws.
Ownership of Membership Interests. (a) Blue Phoenix is the sole legal, beneficial, record and equitable owner of the Blue Phoenix Membership Interest, free and clear of all Encumbrances whatsoever.
(b) Pacific is the sole legal, beneficial, record and equitable owner of the Pacific Membership Interest, free and clear of all Encumbrances whatsoever.
(c) The Membership Interests constitute 83.34% of the issued and outstanding debt and/or equity securities of the Company.
(d) The Membership Interests were issued in compliance with applicable laws. The Membership Interests were not issued in violation of the organizational documents of the Company or any other agreement, arrangement or commitment to which any of the Sellers or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person.
(e) Other than the organizational documents of the Company, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests.
Ownership of Membership Interests. All of the issued and outstanding membership interests of such Issuer are owned by (i) RTAC, in the case of USF, or (ii) USF, in the case of each other Issuer, in each case all of which membership interests have been validly issued, are fully paid and non-assessable and are owned beneficially and of record by (x) RTAC, in the case of USF, or (y) USF, in the case of each other Issuer and, in each case, are owned free and clear of all Liens (other than Permitted Liens). USF has no subsidiaries other than (i) the Box Truck SPVs and (ii) any Permitted Note Issuance SPVs.