Common use of Ownership of Membership Interests Clause in Contracts

Ownership of Membership Interests. (a) Such Member Party is the sole legal and beneficial owner of the Membership Interests set forth on Section 3.1 of the Disclosure Schedule and designated as being owned by such Member Party opposite such Member Party’s name on the Closing Consideration Spreadsheet, and has good and valid title with respect to such Membership Interests. Such Membership Interests owned by such Member Party are not subject to any Liens or to any rights of first refusal of any kind, and such Member Party has not granted any rights to purchase such Membership Interests to any other Person. Such Member Party has the sole right to transfer such Membership Interests to Parent. Such Member Party’s Membership Interest constitutes such Member Party’s entire interest in the Equity Interests in the Company and such Member Party does not have the right to acquire, directly or indirectly, any other Equity Interest in the Company. Such Member is not a party to any option, warrant, purchase right, or other Contract or commitment that could require such Member Party to sell, transfer, or otherwise dispose of any Membership Interest (other than this Agreement). No person not a signatory to this Agreement has a beneficial interest in or a right to acquire any of such Member Party’s Membership Interest. At the Closing, Parent will receive good and valid title to such Membership Interests, free and clear of all Liens. Such Member Party expressly agrees that the portion of the Closing Consideration to be paid to such Member Party pursuant to this Agreement (subject to reduction pursuant to the terms of this Agreement) is the only consideration such Member Party is entitled to pursuant to the Transaction and the terms of this Agreement. Neither such Member Party nor any prior registered, direct or beneficial holder of such Membership Interests, if any, has previously granted or agreed to grant any ongoing power of attorney in respect of such Membership Interests or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of members or give consents or approvals of any kind as to such Membership Interests. There are no outstanding loans from the Company to such Member Party. (b) 100% of all outstanding securities of each Member is held legally and beneficially by the Member Owners in the proportions set forth in Section 3.1(b) of the Disclosure Schedule. Other than the Equity Interests set forth in Section 3.1(b) of the Disclosure Schedule, each such Member has no other Equity Interests authorized, issued or outstanding and has not made any promises (whether or not enforceable, written or oral) to issue any Equity Interests, and no Person other than the Member Owner has any Equity Interests in such Member, stock appreciation rights, units, share schemes, calls or rights, or is party to any Contract of any character to which such Member has or could have an obligation to grant or issue the same. 3.2 Absence of Claims by the Member Parties. Such Member Party does not have any claim against the Company whether present or future, contingent or unconditional, fixed or variable under any contract or on any other basis whatsoever, whether in equity or at law. Such Member Party does not have any claim with respect to ownership of any Intellectual Property Rights and, to the extent that such Member Party (i) is or was an employee or independent contractor of the Company, and (ii) is or was involved in the creation or development of any Intellectual Property or Intellectual Property Rights for the Company, has signed an Employee Proprietary Information Agreement that is valid and enforceable and sufficient to irrevocably assign such Intellectual Property Rights to the Company, and that contains a waiver of moral rights to the extent not prohibited under applicable Legal Requirements, and that contains confidentiality provisions protecting the Company IP. 3.3

Ownership of Membership Interests. (a) Such Member Party is Seller holds of record and owns beneficially all right, title and interest in and to the sole legal and beneficial owner of the Purchased Membership Interests set forth free and clear of any restrictions on Section 3.1 of transfer, taxes, encumbrances, liens, claims, equities, liabilities and demands to which the Disclosure Schedule and designated as being owned by such Member Party opposite such Member Party’s name on the Closing Consideration Spreadsheet, and has good and valid title with respect to such Membership Interests. Such Purchased Membership Interests owned are subject, including claims of community property ownership (unless such claims have been waived), but excluding any restrictions imposed by such Member Party are not subject to any Liens or to any rights of first refusal of any kindthe Operating Agreement. Except for the Operating Agreement, and such Member Party has not granted any rights to purchase such Membership Interests to any other Person. Such Member Party has the sole right to transfer such Membership Interests to Parent. Such Member Party’s Membership Interest constitutes such Member Party’s entire interest in the Equity Interests in the Company and such Member Party does not have the right to acquire, directly or indirectly, any other Equity Interest in the Company. Such Member Seller is not a party to any option, warrant, purchase right, or other Contract contract or commitment that could require such Member Party Seller to sell, transfer, or otherwise dispose of any of the Purchased Membership Interest (Interests to anyone other than this Agreement). No person Buyer and Seller is not a signatory party to this Agreement has a beneficial interest in or a right to acquire any of such Member Party’s Membership Interest. At the Closing, Parent will receive good and valid title to such Membership Interests, free and clear of all Liens. Such Member Party expressly agrees that the portion of the Closing Consideration to be paid to such Member Party pursuant to this Agreement (subject to reduction pursuant to the terms of this Agreement) is the only consideration such Member Party is entitled to pursuant to the Transaction and the terms of this Agreement. Neither such Member Party nor any prior registered, direct or beneficial holder of such Membership Interests, if any, has previously granted or agreed to grant any ongoing power of attorney in respect of such Membership Interests or entered into any voting trust, vote pooling proxy, or other agreement or understanding with respect to the right to vote, call meetings of members or give consents or approvals of any kind as to such Purchased Membership Interests. There are no outstanding loans from Neither the Company to such Member PartyPurchased Membership Interest nor any interest therein has been sold, assigned, endorsed, transferred, deposited under any agreement, hypothecated, pledged or disposed of in any manner by Seller. (b) 100% of all outstanding securities of each Member is held legally and beneficially by the Member Owners in the proportions Other than as set forth in Section 3.1(b) the Operating Agreement, neither Seller nor, to Seller’s knowledge has anyone else signed, any assignment, power of attorney, or other assignment or authorization respecting the same that is now outstanding and still in force as to the Purchased Membership Interest; and, no person firm, corporation or other entity has, or has asserted, any right, title, claim, equity, or interest in, to, or respecting any of the Disclosure SchedulePurchased Membership Interest. Other than Seller has full and complete authority to transfer the Equity Purchased Membership Interests set forth in Section 3.1(b) and is conveying clear and unencumbered title thereto. The Purchased Membership Interests sold by Seller hereunder represent all of the Disclosure Schedule, each such Member has no other Equity Interests authorized, issued or outstanding and has not made any promises (whether or not enforceable, written or oral) to issue any Equity Membership Interests, equity or other interest in the Company owned by Seller and, following the Effective Date, Seller shall have no further interest in any Membership Interests and no Person other than the Member Owner has any Equity Interests in such Memberinterest, stock appreciation rights, units, share schemes, calls or rightsequity, or is party to any Contract of any character to which such Member has or could have an obligation to grant or issue the same. 3.2 Absence of Claims by the Member Parties. Such Member Party does not have any claim against otherwise in the Company whether present or future, contingent or unconditional, fixed or variable under any contract or on any other basis whatsoever, whether in equity or at law. Such Member Party does not have any claim with respect to ownership of any Intellectual Property Rights and, to the extent that such Member Party (i) is or was an employee or independent contractor of the Company, and (ii) is or was involved in the creation or development of any Intellectual Property or Intellectual Property Rights for the Company, has signed an Employee Proprietary Information Agreement that is valid and enforceable and sufficient to irrevocably assign such Intellectual Property Rights to the Company, and that contains a waiver of moral rights to the extent not prohibited under applicable Legal Requirements, and that contains confidentiality provisions protecting the Company IP. 3.3.

Ownership of Membership Interests. (a) Such Member Party is the sole legal and beneficial owner The Seller owns all of the Membership Interests set forth on Section 3.1 outstanding membership interests of the Disclosure Schedule and designated as being owned by such Member Party opposite such Member Party’s name on the Closing Consideration Spreadsheet, and has good and valid title with respect to such Membership Interests. Such Membership Interests owned by such Member Party are not subject to any Liens or to any rights of first refusal of any kind, and such Member Party has not granted any rights to purchase such Membership Interests to any other Person. Such Member Party has the sole right to transfer such Membership Interests to Parent. Such Member Party’s Membership Interest constitutes such Member Party’s entire interest in the Equity Interests in the Company and such Member Party does not have the right to acquire, directly or indirectly, any other Equity Interest in the Company. Such Member is not a party to any option, warrant, purchase right, or other Contract or commitment that could require such Member Party to sell, transfer, or otherwise dispose of any Membership Interest (other than this Agreement). No person not a signatory to this Agreement has a beneficial interest in or a right to acquire any of such Member Party’s Membership Interest. At the Closing, Parent will receive good and valid title to such Membership Interests, Subsidiary 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”). Such Member Party expressly agrees that The Membership Interests and the portion Additional Membership Interests being purchased by the Buyer for the Purchase Price and Additional Purchase Price will collectively constitute 60% of the Closing Consideration issued and outstanding membership interests in the Subsidiary immediately after closing. The remaining 40% of the issued and outstanding membership interests (the “Remaining Membership Interests”) shall continue to be paid to such Member Party pursuant to owned by the Seller immediately after consummation of the transactions contemplated by this Agreement (Agreement, subject to reduction pursuant to the terms of this Agreementthe Merger Agreement described in Section 6.3(g) is the only consideration such Member Party is entitled to pursuant to the Transaction and the terms Deposit Agreement described in Section 6.2(j). All of this Agreementthe membership interests of the Subsidiary have been, and will be at the Closing, duly authorized, validly issued and outstanding, fully paid and non-assessable. Neither such Member Party the Seller nor any prior registeredthe Subsidiary has granted, direct or beneficial holder of such Membership Interests, if any, has previously granted issued or agreed to grant or issue and/or will grant, issue or agree to grant or issue any ongoing power other equity interest in the Subsidiary (except the Additional Membership Interests) and/or the Seller 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 attorney any character relating to, any equity interest in respect the Subsidiary and/or the Seller (collectively “Equity Rights”). No membership interests in the Subsidiary and/or any capital stock or equity interests in the Seller are, or will be at the Closing, subject to any right of such Membership Interests or entered into any voting trustfirst refusal, vote pooling preemptive, subscription or other similar right under any provision of applicable law or any agreement with respect to the right to vote, call meetings of members or give consents or approvals of any kind as to such Membership Interests(collectively “Preemptive Rights”). There are no outstanding loans from voting restrictions or restrictions on transfer of the Company to such Member Party. (b) 100% of all outstanding securities of each Member is held legally and beneficially by Membership Interests, the Member Owners Remaining Membership Interests, the Additional Membership Interests and/or capital stock or equity interests in the proportions Seller (collectively “Restrictions”) except as set forth in Section 3.1(b) of the Disclosure Schedule. Other than the Equity Interests set forth in Section 3.1(b) of the Disclosure Schedule, each such Member has no other Equity Interests authorized, issued or outstanding and has not made any promises (whether or not enforceable, written or oral) to issue any Equity Interests, and no Person other than the Member Owner has any Equity Interests in such Member, stock appreciation rights, units, share schemes, calls or rights, or is party to any Contract of any character to which such Member has or could have an obligation to grant or issue the same. 3.2 Absence of Claims by the Member Parties. Such Member Party does not have any claim against the Company whether present or future, contingent or unconditional, fixed or variable under any contract or on any other basis whatsoever, whether in equity or at law. Such Member Party does not have any claim with respect to ownership of any Intellectual Property Rights and, to the extent that such Member Party (i) is or was an employee or independent contractor of the Company, and (ii) is or was involved in the creation or development of any Intellectual Property or Intellectual Property Rights for the Company, has signed an Employee Proprietary Information Agreement that is valid and enforceable and sufficient to irrevocably assign such Intellectual Property Rights to the Company, and that contains a waiver of moral rights to the extent not prohibited under applicable Legal Requirements, and that contains confidentiality provisions protecting the Company IP. 3.3Schedule 2.2.

Ownership of Membership Interests. (a) Such Member Party The Seller is the sole legal record and beneficial owner of the Membership Interests set forth and, except pursuant to applicable securities Laws and the respective Operating Agreements, holds such Membership Interests free and clear of all Liens, including, without limitation, any restrictions on Section 3.1 sale, transfer or voting, preemptive rights, options or other rights to purchase, and upon the consummation of the Disclosure Schedule and designated as being owned by such Member Party opposite such Member Party’s name on the Closing Consideration Spreadsheet, and has good and valid title with respect to such Membership Interests. Such Membership Interests owned by such Member Party are not subject to any Liens or to any rights sale of first refusal of any kind, and such Member Party has not granted any rights to purchase such Membership Interests to any other Person. Such Member Party has the sole right to transfer such Membership Interests to Parent. Such Member Party’s Membership Interest constitutes such Member Party’s entire interest in Purchaser as contemplated hereby, the Equity Interests in the Company and such Member Party does not Purchaser will have the right to acquire, directly or indirectly, any other Equity Interest in the Company. Such Member is not a party to any option, warrant, purchase right, or other Contract or commitment that could require such Member Party to sell, transfer, or otherwise dispose of any Membership Interest (other than this Agreement). No person not a signatory to this Agreement has a beneficial interest in or a right to acquire any of such Member Party’s Membership Interest. At the Closing, Parent will receive good and valid title to such Membership Interests, free and clear of all Liensany Lien or restriction on sale, transfer or voting, preemptive right, option or other right to purchase, other than Liens or restrictions created by the Purchaser, imposed by applicable securities Laws or as set forth in the respective Operating Agreements. Such Member Party expressly agrees that Other than this Agreement and the portion Operating Agreements, none of the Closing Consideration Seller or any of its Affiliates or any of their predecessors has granted any options, calls or other rights that remain outstanding, nor is Seller or any of its Affiliates or any of their predecessors party to be paid any agreements, arrangements or commitments that have not been terminated, in each case, relating to such Member Party pursuant to this Agreement (subject to reduction pursuant to Membership Interests obligating the terms sale of this Agreement) is the only consideration such Member Party is entitled to pursuant to the Transaction and the terms of this Agreement. Neither such Member Party nor any prior registered, direct or beneficial holder of such Membership Interests, if any, has previously granted or agreed to grant any ongoing power of attorney in respect of such Membership Interests or entered into any voting trustinterest therein. Except as set forth on Schedule 4.1 hereto, vote pooling other than such Membership Interests and except as provided in this Agreement, none of the Seller or any of its Affiliates or any of their predecessors owns, of record or beneficially, any other notes, equity, warrants or other agreement with respect securities or any rights to the right to vote, call meetings purchase or otherwise acquire any securities of members or give consents or approvals of any kind as to such Membership Interests. There are no outstanding loans from the Company to such Member Party. (b) 100% of all outstanding securities of each Member is held legally and beneficially by the Member Owners in the proportions set forth in Section 3.1(b) of the Disclosure ScheduleParties or any interest therein. Other than the Equity Interests set forth in Section 3.1(b) Operating Agreements, none of the Disclosure Schedule, each such Member has no other Equity Interests authorized, issued Seller or outstanding and has not made any promises (whether of its Affiliates or not enforceable, written or oral) to issue any Equity Interests, and no Person other than the Member Owner has any Equity Interests in such Member, stock appreciation rights, units, share schemes, calls or rights, or of their predecessors is party to any Contract of any character to which such Member has voting trusts, proxies, member agreements or could have an obligation to grant or issue the same. 3.2 Absence of Claims by the Member Parties. Such Member Party does not have any claim against the Company whether present or future, contingent or unconditional, fixed or variable under any contract or on any other basis whatsoever, whether in equity or at law. Such Member Party does not have any claim agreements with respect to ownership of any Intellectual Property Rights and, to the extent that such Member Party (i) is or was an employee or independent contractor of the Company, and (ii) is or was involved in the creation or development of any Intellectual Property or Intellectual Property Rights for the Company, has signed an Employee Proprietary Information Agreement that is valid and enforceable and sufficient to irrevocably assign such Intellectual Property Rights to the Company, and that contains a waiver of moral rights to the extent not prohibited under applicable Legal Requirements, and that contains confidentiality provisions protecting the Company IP. 3.3Membership Interests.