Transferred Equity Interests Sample Clauses

Transferred Equity Interests. In addition, pursuant to the terms and subject to the conditions set forth in this Agreement, on the Closing Date, SF will sell, convey, assign and transfer to Enghouse UK and Enghouse Netherlands, as applicable, and Enghouse UK and Enghouse Netherlands, as applicable, will purchase, acquire and accept, the Transferred Equity Interests, free and clear of all Encumbrances other than transfer restrictions under applicable securities Laws.
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Transferred Equity Interests. Seller or a Selling Affiliate has good and valid title to the applicable Purchased Companies’ Equity Interests set forth opposite Seller’s or such Selling Affiliate’s name in Section B of the Seller Disclosure Schedule, in each case free and clear of any Liens, and is the record and beneficial owner thereof. Each Purchased Company has good and valid title to the Purchased Company Subsidiaries’ Equity Interests set forth opposite such Purchased Company’s name in Section B of the Seller Disclosure Schedule, free and clear of all Liens, and is the record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Purchased Companies’ Equity Interests, upon delivery to Purchaser at the Closing of certificates representing the Purchased Companies’ Equity Interests, duly endorsed by Seller or the applicable Selling Affiliate for transfer to Purchaser, and upon Seller’s receipt of the Closing Date Amount, good and valid title to the Purchased Companies’ Equity Interests will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates.
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Transferred Equity Interests. (a) The Sellers have good and valid title, of record and beneficially, to all of the Transferred Equity Interests, free and clear of all Liens, other than Permitted Liens, and the Transferred Equity Interests (prior to the issuance of the Issued Equity Interests) constitute all of the issued and outstanding equity interests of the Company.
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Transferred Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
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Transferred Equity Interests. CBH is the sole record and direct beneficial owner of, and has good and valid title to, the Xxxxxxx Equity Interests, free and clear of all Liens, other than Limited Transfer Liens. Cooperatief is the sole legal and direct beneficial owner of, and has good and valid title to, the BV Equity Interests, free and clear of all Liens, other than Limited Transfer Liens. On the Closing Date, the Sellers shall transfer to Buyer, and Buyer shall acquire, good and valid title to the Transferred Equity Interests free and clear of all Liens, options, proxies, voting trusts or agreements and other restrictions and limitations of any kind, other than applicable Limited Transfer Liens. No Person other than the Sellers has any existing right, agreement, claim or option to purchase, sell, transfer, own, acquire or dispose of any of the Transferred Equity Interests, other than the Limited Transfer Liens.
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Transferred Equity Interests. Other than the Transferred Equity Interests, the Purchased Assets do not include any ownership interests, partnership interests, membership interests or capital stock held by Sellers in any Person. Schedule 4.34 identifies as to the Transferred Equity Interests: (a) the type of organization of the Joint Venture Entity (e.g., corporation, limited partnership, limited liability company, etc.) and the state of such entity’s organization; (b) the type of interest to be transferred (e.g., membership, partnership, stock, etc.); (c) the ownership percentage of such interest held by the applicable Seller as compared to the total outstanding interests in the Joint Venture Entity; (d) all other Persons holding an interest in the Joint Venture Entity and the percentage interest held by each such other Person; and (e) all consents necessary to transfer the Transferred Equity Interests to Buyer. Sellers own and hold good and beneficial interest in and to the Transferred Equity Interests, and, except as provided on Schedule 4.34, free and clear of all Encumbrances, restrictions, rights of first refusal, voting trusts, voting agreements, buy/sell agreements, preemptive rights or any other interest. The Transferred Equity Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Sellers have provided Buyer with true and complete copies of the organizational documents (i.e., articles of incorporation, bylaws, partnership agreements, articles of organization, regulations, etc.) of the Joint Venture Entity. The Transferred Equity Interests were issued to and acquired by Sellers in compliance with all applicable state and federal securities Laws.
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Related to Transferred Equity Interests

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Equity Interest The stock of or other interests in, or warrants or other rights to purchase the stock of or other interests in, any entity that has borrowed money from the Company or that is a tenant of the Company or that is a parent or controlling Person of any such borrower or tenant.

  • Equity Interests and Subsidiaries Schedule 3.07 sets forth (i) each Group Member and its jurisdiction of incorporation or organization as of the SecondFourth Amendment FundingEffective Date and (ii) the number of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the SecondFourth Amendment FundingEffective Date. All Equity Interests of each Group Member are duly and validly issued and are fully paid and non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly or indirectly, through Wholly Owned Subsidiaries. All Equity Interests of the Borrower are owned directly by Holdings. Each Loan Party is the record, legal and beneficial owner of, and has good and valid title to, the Equity Interests pledged by (or purported to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons (other than Permitted Equity Liens), and, as of the SecondFourth Amendment FundingEffective Date, there are no outstanding warrants (other than the Warrants, the warrants described in Section 3.17 of the Fourth Amendment and the Fourth Amendment Warrants, if any, issued on the Fourth Amendment Effective Date), options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

  • Issuance of Equity Interests Issue or allow to be created any stocks or shares or shareholder, partnership or membership interests, as applicable, or other ownership interests other than the stocks, shares, shareholder, partnership or membership interests and other ownership interests which are outstanding or exist on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for stock, shares, shareholder, partnership or membership interests or other ownership interests in any Borrower or Operating Lessee, unless otherwise permitted under this Agreement in connection with any Mezzanine Loan. No Borrower or Operating Lessee shall allow to be issued or created any stock in any Borrower’s or Operating Lessee’s general partner or managing member, as applicable, other than the stock which is outstanding or existing on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for any stock in such Borrower’s general partner or managing member, as applicable.

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

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