Ownership of the Membership Interests. The Seller owns, directly or indirectly, beneficially and of record the Membership Interests. At Closing, the Seller shall transfer good and valid title to such Membership Interests, free and clear of all Liens (other than Liens arising under applicable securities Laws), and upon such delivery, the Buyer will be the sole and lawful owner, beneficially and of record, of such Membership Interests. Except as set forth in the Organizational Documents of the APT Entities and the Minority-Interest Entities, there are no voting agreements, voting trusts, shareholder agreements, proxies or other similar agreements or understandings with respect to such Membership Interests or which restrict or grant any right, preference or privilege with respect to the transfer of such Membership Interests. Except as set forth in the Target’s Organizational Documents, there are no outstanding contractual obligations of the Seller to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Target.
Ownership of the Membership Interests. (a) The Existing Member owns the Membership Interests beneficially and of record, free and clear of all Liens, other than as may be set forth in the Company’s Organizational Documents or those arising from restrictions on the sale of securities under applicable securities Laws. The Membership Interests held by the Existing Member constitute one hundred percent (100%) of the issued and outstanding Equity Interests of the Company. The consummation of the transactions contemplated by this Agreement will convey to the New Member good and valid title to the New Member Interests, free and clear of all Liens, except for those created by the New Member, contained in the Company’s Organizational Documents, or those arising from restrictions on the sale of securities under applicable securities Laws.
Ownership of the Membership Interests. AH LLC owns all of the membership interests in Property Manager, InsuRe and Advisor. Property Manager owns all of the membership interests in the Subsidiaries. There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in any of the AH Parties, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such shares or Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation, or similar rights for which any AH Party has any liability There are no voting trusts, proxies or other agreements or understandings to which any AH Party is party with respect to the voting of any Equity Interests of any AH Party. There are no issued or outstanding bonds, indentures, notes or other indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of any of the AH Parties may vote. Immediately following the Closing, the OP shall own the Membership Interests, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.
Ownership of the Membership Interests. (a) Seller is the record and beneficial owner of the Membership Interests and has good and valid title to the Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. The Membership Interests constitute all of the issued and outstanding Equity Interests in the Company. The Company owns all of the issued and outstanding Equity Interests of Company Subsidiary and holds such Equity Interests free and clear of all Liens, other than Corporate Encumbrances. The consummation of the sale of the Membership Interests hereunder will convey to Buyer good and valid title to the Membership Interests, free and clear of all Liens, except for Corporate Encumbrances, and immediately following such sale to Buyer, Buyer will be the sole owner, beneficially and of record, of all of such Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. (b) Seller is not a party to any agreements, arrangements or commitments obligating Seller to grant, deliver or sell, or cause to be granted, delivered or sold, the Membership Interests, by sale, lease, license or otherwise, other than this Agreement. (c) There are no voting trusts, proxies or other agreements or understandings to which Seller is bound with respect to the voting of the Membership Interests. Section 3.4
Ownership of the Membership Interests. To the actual knowledge of each Seller, without due inquiry, the Membership Interests (together with all membership interests of the Company held directly or indirectly by Prime) constitute all of the membership interests of the Company, and there does not exist any securities, warrants, options, or other rights that are exchangeable or exercisable for, or convertible into, any membership interests of the Company. Upon consummation of the transactions contemplated by this Agreement, the Sellers shall not, directly or indirectly, own any Membership Interests. Further, transfer of Membership Interests hereunder to Purchaser shall be made free and clear of any and all liens, claims and encumbrances.
Ownership of the Membership Interests. The Sellers each owns, beneficially and of record, free and clear of any and all Encumbrance, and each has full power and authority to convey, free and clear of any and all Encumbrance, all of the Membership Interests owned thereby. The Membership Interests being conveyed to the Purchaser pursuant to this Agreement constitute 100% of the outstanding equity of Spinwell and, upon delivery of and payment for the Membership Interests as herein provided, the Purchaser will acquire good and valid title thereto, free and clear of any Encumbrance. The execution and delivery of this Agreement and the other Documents, the consummation of the transactions contemplated hereby and thereby, and the performance of this Agreement or the other Documents in compliance with the terms and conditions hereof and thereof by the Sellers will not: (i) violate, conflict with or result in any breach of the Certificate of Incorporation, by-laws or similar agreement with respect to any Seller not an individual, or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to any Seller; (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of a Seller under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to Spinwell or any of the terms, conditions or provisions of any mortgage, indenture, note, license, contract or other instrument or obligation related to such Seller or to its/his ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to Purchaser; or (iii) except as set forth on Schedule 4.4, require the consent, waiver, authorization, approval of or filing with any Governmental Entity or of any Person.
Ownership of the Membership Interests. The Seller is, and shall be at the Closing Date, the lawful, record and beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), and holder of the Membership Interests, free and clear of any Lien, and the delivery of the Membership Interests to Buyer pursuant to this Agreement shall transfer to Buyer valid title thereto, free and clear of all Liens. No legend or other reference to any purported Lien (other than restrictions on transfer under applicable federal and state securities laws) shall appear upon any certificate representing the Membership Interests.
Ownership of the Membership Interests. All of the Membership Interests (as defined in Section 5.04), owned by Seller are, or as of the Closing Date will be, owned free and clear of any Liens.
Ownership of the Membership Interests. As of the Closing Date, Holdings owns beneficially all of the Membership Interests set forth opposite Holdings’ name on Schedule 4.03(a), free and clear of all Liens. No Seller is a party to any option, warrant, purchase right, or other Contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any equity interests of any member of the Company Group (other than this Agreement). At the Closing, Holdings shall transfer to Buyer good title to the Membership Interests, free and clear of any Liens or other restrictions on transfer or options, rights of first refusal or similar rights granted in favor of any third party.
Ownership of the Membership Interests. (a) DHI US represents and warrants that it is the registered and beneficial owner of, and has good and valid title to, the Membership Interest purported to be owned by it, free and clear of all Encumbrances other than the Financing Security. Upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire all of DHI US's valid right, title and interest in such Membership Interest, free and clear of any Encumbrances. The Membership Interest constitutes DHI US's entire interest (legal, beneficial or otherwise) in the Company.
