Examples of 8point3 OpCo Holdings in a sentence
The Partnership, Purchaser and 8point3 OpCo Holdings acknowledge that the Company Interests will not be registered under the Securities Act or any applicable state securities law, and that such Company Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
Each of Purchaser and 8point3 OpCo Holdings (a) has all requisite limited liability company power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, and (b) has taken all necessary limited liability company action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party.
There are no outstanding Orders to which the Contributor or 8point3 OpCo Holdings is a party, or by which the Contributor or 8point3 OpCo Holdings is bound by or with any Governmental Entity, except any such Order that does not challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by the Transaction Documents.
No material Consent of, with or to any Governmental Entity or other Person is required to be obtained or made by or with respect to the Contributor or 8point3 OpCo Holdings in connection with the execution and delivery of the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby.
The delivery by Seller of the Assignment and Assumption Agreement, duly executed by Seller and 8point3 OpCo Holdings, will transfer to 8point3 OpCo Holdings good and valid title to the Company Interests free and clear of any Liens (other than Permitted Equity Liens), and admit 8point3 OpCo Holdings as the sole member of, the Company, immediately upon Closing.
No material Consent of, with or to any Governmental Entity or other Person is required to be obtained or made by or with respect to Purchaser or 8point3 OpCo Holdings in connection with the execution and delivery of this Agreement and the other Transaction Documents, or the consummation of the transactions contemplated hereby or thereby.
There are no outstanding Orders to which Purchaser or 8point3 OpCo Holdings is a party, or by which Purchaser or 8point3 OpCo Holdings is bound by or with any Governmental Entity, except any such Order that does not challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and by the other Transaction Documents.
Thurston County Health Department and the County Extension Agent will provide information on preventative measures to be taken to reduce contamination of foodstuffs, water, crops, and livestock, as well as information and recommendations for the safe storage and distribution of emergency foodstuffs.
The delivery by AssetCo of this Agreement, duly executed by AssetCo and the Contributor, and the Amended and Restated Company LLC Agreement, duly executed by AssetCo and 8point3 OpCo Holdings, will cause the Company to issue 100% of the Class B Interests to 8point3 OpCo Holdings free and clear of any Liens (other than Permitted Equity Liens), and admit 8point3 OpCo Holdings as a member of the Company, immediately upon Closing.
The Partnership, the Contributor and 8point3 OpCo Holdings acknowledge that the Class B Interests will not be registered under the Securities Act or any applicable state securities law, and that such Class B Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.