Redeemed Units. UPC Holding is the record and beneficial owner of the Redeemed Units. The Redeemed Units are UPC Holding’s only membership interest of any nature in the Company. The transfer to the Company by UPC Holding of the Redeemed Units in accordance with this Agreement will pass to the Company good and marketable title to the Redeemed Units, and all other incidents of record and beneficial ownership pertaining thereto, free and clear of any Liens. None of the Redeemed Units is subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Units, other than this Agreement and the Limited Liability Company Agreement of the Company. No proxies or powers of attorney have been granted with respect to the Redeemed Units. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which UPC Holding is or may become obligated to sell any of the Redeemed Units.
Appears in 2 contracts
Sources: Unit Redemption Agreement (First Wind Holdings Inc.), Unit Redemption Agreement (First Wind Holdings Inc.)