The Membership Interests. The Membership Interest comprises all of the economic interest in the Company.
The Membership Interests. Such Seller is the record and beneficial owner of the Membership Interests, as set forth on Schedule A, to be sold by such Seller hereunder, free and clear of any Liens and, upon transfer of the Membership Interests to Buyer on the Closing Date in accordance with the terms of this Agreement, Buyer will receive good and valid title to the Membership Interests, free and clear of any Liens.
The Membership Interests. The membership interests of Seller issued to Buyer in connection with this Agreement shall total One Hundred Percent (100%) of the total membership interest in Company at Closing.
The Membership Interests. (i) The Seller is the sole and absolute owner of all rights in the Membership Interests and has perfected all rights therein. Only the Seller has the right to dispose of the Membership Interests.
The Membership Interests. (a) The Company Charter Documents set forth the issued and outstanding Membership Interests of the Company and the Membership Interests owned by Seller. All of the outstanding Membership Interests are validly issued and owned, beneficially and of record, by Seller. There are no Equity Interests other than the Membership Interests issued, outstanding or otherwise in existence. No Person owns, has a right to, or has been issued any “phantom stock,” equity or Membership Interest appreciation rights or similar compensation expressed in or computed on the basis of Membership Interests or the value thereof. No Person has any preemptive right or right of first refusal to purchase any Equity Interests, except as set forth in the Company Charter Documents.
The Membership Interests. Sellers have good and valid title to the Membership Interests, free and clear of any Liens. Upon delivery to Buyer at the Closing of the Certificates, duly endorsed by Sellers for transfer to Buyer, and upon Sellers' receipt of the Purchase Price, good and valid title to the Membership Interests will pass to Buyer, free and clear of any Liens, other than those arising from acts of Buyer or its Affiliates. The Membership Interests are not subject to any voting trust agreement or other agreement, arrangement or understanding, including any such agreement, arrangement or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Membership Interests.
The Membership Interests. Such Seller is the sole record and beneficial owner and has good and valid title to the Membership Interests set forth opposite such Seller’s name on Annex A, free and clear of all Liens. Except for such Membership Interests listed opposite such Seller’s name on Annex A, such Seller does not own of record or beneficially, or have any interest in or right to acquire, any equity interests in the Company or any Company Subsidiary. Assuming Purchaser has the requisite power and authority to be the lawful owner of such Membership Interests, upon delivery to Purchaser at the Closing of an instrument of conveyance evidencing the transfer of uncertificated Membership Interests duly endorsed by such Seller to Purchaser, for transfer to Purchaser, and upon Sellers’ receipt of the Closing Date Amount, good and valid title to such Membership Interests will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its affiliates. Other than this Agreement and the Company LLC Agreement, such Membership Interests are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Membership Interests.
The Membership Interests. Parent is the record and beneficial owner of all of the membership interests in Seller.
The Membership Interests a. have, save for the Right of Pledge, not been transferred, assigned, pledged, made subject to a limited right (beperkt recht) or otherwise encumbered (in advance (bij voorbaat)) to any person;
The Membership Interests. (a) As of immediately prior to the Closing, the Seller will have good and valid title to the Membership Interests, free and clear of all Liens, and will be the record and beneficial owner thereof and will have full and unrestricted ownership thereof. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Membership Interests, upon delivery to the Purchaser of an executed assignment agreement regarding the Membership Interests and upon the Seller’s receipt of the Purchase Price, good and valid title to the Membership Interests will pass to the Purchaser, free and clear of all Liens (other than Liens arising solely from acts of the Purchaser and its Affiliates), and the Purchaser will become the record and beneficial owner thereof and will have full and unrestricted ownership thereof (other than restrictions arising solely from acts of the Purchaser and its Affiliates, including any restrictions pursuant to the Fourth A&R LLC Agreement). As of the Closing, other than for this Agreement, the Fourth A&R LLC Agreement and any other agreements to which the Purchaser may enter into or may currently be subject, the Membership Interests will not be subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Membership Interests.
