Ownership of Membership Interests: Title Sample Clauses

Ownership of Membership Interests: Title. The Member is the sole owner of record and beneficially of the Membership Interests. The Member has, and shall transfer to Buyer at the Closing, good, valid and marketable title to the Membership Interests, free and clear of any and all Liens (other than restrictions on the subsequent transfer of the Membership Interests by Buyer imposed under applicable securities Laws or Gaming Laws).
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Ownership of Membership Interests: Title. Matt-One is the sole owner and beneficial holder of record of 50% of the Company Membership Interests, which ownership is free and clear of all Liens, and such Company Membership Interests represent 50% of all of the issued and outstanding membership interests of the Company. Except as set forth in Schedule 4.2, Matt-One is not a party to any agreement creating rights with respect to the Company Membership Interests in any person other than Matt-One and Matt-One has the full power and legal right to sell, assign, transfer and deliver the Company Membership Interests held by Matt-One. Matt-One has not received any notice of any adverse claim to the ownership of any of the Company Membership Interests held by Matt-One, does not have any reason to know of any such adverse claim that may be justified and is not aware of existing facts that would give rise to any adverse claim to the ownership of the Company Membership Interests held by Matt-One. On the Closing Date, Matt-One will have good title to the Company Membership Interests held by Matt-One pursuant to the provisions of this Agreement will transfer to the Purchaser good title to such Company Membership Interests, free and clear of all Liens. The transfer of the Company Membership Interests held by Matt-One pursuant to the provisions of this Agreement will transfer to the Purchaser good title to such Company Membership Interests, free and clear of all Liens, except for those created by the Purchaser.
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Ownership of Membership Interests: Title. The Membership Interests of Empower are accurately set forth on Schedule 3.2(a) and all of such Membership Interests are lawfully owned of record and beneficially by such Member, free and clear of any Encumbrances. Except as set forth on Schedule 3A.3 and 3.3, the Membership Interests held by such Member are not subject to any voting trust, proxy or other agreement or understanding with respect to or concerning the purchase, sale or voting of such Membership Interests.
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Ownership of Membership Interests: Title. (a) From the date hereof until immediately prior to the Closing, such Seller is the owner of record and beneficially of all of the outstanding Interests, Equity Interests in TG Rollover Holdco and/or Equity Interests in TAO Holdings set forth opposite his, her or its name in Section 4.3(a)(i) of the Company Disclosure Letter. From the date hereof until immediately prior to the Closing, such Seller has good and valid title to such Equity Interests in the Company, TG Rollover Holdco and/or TAO Holdings, free and clear of all Liens (other than Permitted Liens or Liens incurred directly or indirectly by (or upon the direction or agreement of) Buyer or any of its Representatives) subscriptions, options, warrants, calls and proxies. (i) Each Seller shall transfer to the Buyer, Rollover Aggregator or DB Holdings, as applicable, at the Closing good and valid title to all Interests set forth opposite his, her or its name in Section 4.3(a)(ii) of the Company Disclosure Letter in the manner set forth in Section 1.1, free and clear of any Liens (other than Permitted Liens or Liens incurred directly or indirectly by (or upon the direction or agreement of) Buyer, Rollover Aggregator or DB Holdings, as applicable or any of their Representatives), subscriptions, options, warrants, calls and proxies, (ii) other than the Interests in the Company, the Equity Interests in TAO Holdings and/or the Equity Interests in TG Rollover Holdco set forth in Section 4.3(a)(i) and (ii) of the Company Disclosure Letter, from the date hereof until immediately prior to Closing, such Seller owns no Interests or other Equity Interests of the Company or any of its Subsidiaries or TG Rollover Holdco and no right of any kind to have any such Interests or other Equity Interests issued, (iii) from the date hereof until immediately prior to Closing, such Equity Interests of such Seller, respectively, constitute the entirety of such Seller’s direct or indirect Equity Interest in the Company, and (iv) such Equity Interests were not issued in violation in any material respect of (A) any Contract to which such Seller is or was a party or by which such Seller or its properties or assets is or was subject or (B) of any preemptive or similar rights of any Person.
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Related to Ownership of Membership Interests: Title

  • 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 Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • 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.

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 6.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 8.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 7.19.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

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

  • Protection of Ownership Interests of Buyer (a) Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

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