Ownership of Membership Interests. The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.
Ownership of Membership Interests. Seller is the lawful owner of the Membership Interests, free and clear of all security interests, liens, encumbrances, equities and other charges.
Ownership of Membership Interests. The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow. ARTICLE VII MANAGEMENT The Member will manage the affairs of the Company, but shall be entitled to appoint or authorize representatives to act on behalf of the Company and to delegate the authority otherwise reserved to the Member to such representatives. The signature of the Member of the Company shall be sufficient to bind the Company with respect to any matter on which the Member shall be required or entitled to act. The Member has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. A copy of this Limited Liability Company Agreement may be shown to third parties (and all third parties may rely hereupon) in order to confirm the identity and authorization of the Member. ARTICLE VIII OFFICERS From time to time the Member may elect such officers of the Company as the Member deems desirable, including without limitation a chairman, a chief executive officer, a president, a secretary, a treasurer and such vice presidents, assistant secretaries, and assistant treasurers as the Member deems desirable. The officers of the Company need not be Members of the Company. Each officer so elected shall serve in that capacity at the pleasure of the Member, subject to the provisions of any employment or other agreements between such officer and the Company, and may be removed from such office by the
Ownership of Membership Interests. Seller is the record and beneficial owner of all of the Membership Interests, and those Membership Interests are owned by Seller free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement all of the Membership Interests, free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements.
Ownership of Membership Interests. (a) Such Member Party is the sole legal and beneficial owner of the Membership Interests set forth on Section 3.1 of the Disclosure Schedule and designated as being owned by such Member Party opposite such Member Party’s name on the Closing Consideration Spreadsheet, and has good and valid title with respect to such Membership Interests. Such Membership Interests owned by such Member Party are not subject to any Liens or to any rights of first refusal of any kind, and such Member Party has not granted any rights to purchase such Membership Interests to any other Person. Such Member Party has the sole right to transfer such Membership Interests to Parent. Such Member Party’s Membership Interest constitutes such Member Party’s entire interest in the Equity Interests in the Company and such Member Party does not have the right to acquire, directly or indirectly, any other Equity Interest in the Company. Such Member is not a party to any option, warrant, purchase right, or other Contract or commitment that could require such Member Party to sell, transfer, or otherwise dispose of any Membership Interest (other than this Agreement). No person not a signatory to this Agreement has a beneficial interest in or a right to acquire any of such Member Party’s Membership Interest. At the Closing, Parent will receive good and valid title to such Membership Interests, free and clear of all Liens. Such Member Party expressly agrees that the portion of the Closing Consideration to be paid to such Member Party pursuant to this Agreement (subject to reduction pursuant to the terms of this Agreement) is the only consideration such Member Party is entitled to pursuant to the Transaction and the terms of this Agreement. Neither such Member Party nor any prior registered, direct or beneficial holder of such Membership Interests, if any, has previously granted or agreed to grant any ongoing power of attorney in respect of such Membership Interests or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of members or give consents or approvals of any kind as to such Membership Interests. There are no outstanding loans from the Company to such Member Party. (b) 100% of all outstanding securities of each Member is held legally and beneficially by the Member Owners in the proportions set forth in Section 3.1(b) of the Disclosure Schedule. Other than the Equity Interests set forth in Section 3.1(b) of the Disclosure Schedule, ...
Ownership of Membership Interests. Such Seller is the direct record and beneficial owner of the Membership Interests set forth on Section 3.01 of the Disclosure Schedules as being owned by such Seller (such Membership Interests, with respect to such Seller, the “Seller Membership Interests”) and has good and valid title to such Seller Membership Interests, free and clear of all Encumbrances except as are imposed by applicable securities Laws, and such Seller has full right, power and authority to transfer and deliver to the Buyer valid title to such Seller’s Seller Membership Interests, free and clear of all Encumbrances except as are imposed by applicable securities Laws.
Ownership of Membership Interests. The delivery of certificates to BUYER and the full payment to SELLER will result in BUYER'S immediate acquisition of record and beneficial ownership of the Membership Interests, free and clear of all Encumbrances. There are no outstanding options, rights, conversion rights, agreements or commitments of any kind relating to the issuance, sale or transfer of any Equity Securities or other securities of SELLER.
Ownership of Membership Interests. The Members are the sole record and beneficial owners of the Membership Interests, all of which Membership Interests are owned free and clear of all Liens, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Members to sell or transfer to any third person any of the Membership Interests owned by the Members, or any interest therein. The Members have full power and authority to exchange, transfer and deliver to Buyer the Membership Interests.
Ownership of Membership Interests. (a) The Members are the record and beneficial owner of, and have good and valid title to, all of the Membership Interests, which Membership Interests (i) are free and clear of all liens, mortgages, encumbrances, pledges, claims, options, charges, easements, restrictions, covenants, conditions of record, encroachments, security interests and claims of every kind and character (each, a “Lien”) and (ii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such membership interests or other ownership interests). Except for those Members’ Certificates surrendered in accordance with Section 1.7 there are no other Members’ Certificates issued or outstanding.
Ownership of Membership Interests. All of the issued and outstanding membership interests of such Issuer are owned by (i) RTAC, in the case of USF, or (ii) USF, in the case of each other Issuer, in each case all of which membership interests have been validly issued, are fully paid and non-assessable and are owned beneficially and of record by (x) RTAC, in the case of USF, or (y) USF, in the case of each other Issuer and, in each case, are owned free and clear of all Liens (other than Permitted Liens). USF has no subsidiaries other than (i) the Box Truck SPVs and (ii) any Permitted Note Issuance SPVs.
