Ownership of Purchased Units Sample Clauses

Ownership of Purchased Units. Management Owner has not heretofore sold any participation or other interest in the Purchased Units. Management Owner is the record and beneficial owner of the Purchased Units. Effective as of the Closing Date, the Company will acquire good, valid and marketable title to the Purchased Units, free and clear of all restrictions, claims, security interests and encumbrances of any kind, other than as set forth in the Pledge Agreements and the LLC Agreement.
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Ownership of Purchased Units. It is the registered and beneficial owner of the Purchased Units, with good and marketable title thereto, free and clear of all Encumbrances (other than the Permitted Encumbrances referred to in subparagraphs (i) and (j) of the definition of Permitted Encumbrances), and has the exclusive right to dispose of the Purchased Units as provided in this Agreement. None of the Purchased Units is subject to: (a) any Contract or restriction which in any way limits or restricts the transfer to Purchaser of the Purchased Units other than the transfer restrictions in the Limited Partnership Agreement or the Certificate of Limited Partnership; or (b) any voting trust, pooling agreement, shareholder agreement, voting agreement or other Contract, arrangement or understanding with respect to the voting of the Purchased Units (or any of them). At or prior to the Closing, all those Contracts and restrictions will have been complied with or terminated and evidence of that compliance or termination in form and substance satisfactory to Purchaser will have been provided to Purchaser. On completion of the Transactions, it will have no ownership interest in TM Pipeline LP, whether direct or indirect, actual or contingent, and Purchaser shall have good title to the Purchased Units, free and clear of all Encumbrances other than Encumbrances thereon in respect of the security provided for by the Vendor and the Target Entities to secure the obligations of TM Pipeline LP under the Limited TM Pipeline LP Indemnity (Covered Credit Agreement).
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Ownership of Purchased Units. Vendor is the beneficial owner of the Purchased Units, with good and marketable title thereto, free and clear of all Encumbrances and, without limiting the generality of the foregoing, none of the Purchased Units is subject to any voting trust, shareholder agreement or voting agreement.
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Ownership of Purchased Units. The Seller owns the Purchased Units free and clear of any claims, charges, liens, security interests, encumbrances or any other restrictions whatsoever (collectively, "LIENS"). Such units are not bound by or subject to any proxy, agreement, voting trust or other restriction regarding the transfer or voting thereof (other than as set forth in the Operating Agreement), and good and marketable title to such units shall be transferred to the Buyer as of the date hereof free and clear of any Liens.
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Ownership of Purchased Units. Seller is the record and beneficial owner of all of the Purchased Units, and will transfer and deliver to Buyer at the Closing valid title to the Purchased Units, free and clear of any Liens (other than Liens arising under state and federal securities laws and Liens incurred by Buyer or any of its Affiliates).
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Ownership of Purchased Units. Seller is the owner of all right, title and interest in and to the Membership Interests, free and clear of all Liens, other than any obligations arising under the SEB Operating Agreement or the RS Operating Agreement, as the case may be. The delivery to Buyer of the Membership Interests as contemplated in this Agreement will transfer to Buyer valid title thereto.
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Related to Ownership of Purchased Units

  • 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.

  • 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 Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Seller Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

  • Ownership of Company Stock Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 1704.01 of the OGCL) is, or at any time during the past three years has been, an “interested shareholder” of the Company as defined in Section 1704.01 of the OGCL, nor do any of them currently own any Company Common Shares, 6 3/4% Preferred Shares or any other shares of Company Capital Stock.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of the Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

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