Organization; Ownership Interests Sample Clauses

Organization; Ownership Interests. (i) Each of Wolverine, W/Investments, and Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other formation, is duly qualified to do business and in good standing in each other jurisdiction in which it conducts business where its failure to do so would materially adversely affect its operations, and has all requisite power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Attached as Schedule 4(b) are correct and complete copies of the Organization Instruments of Wolverine, Seller, and W/Investments, respectively, as in effect on the Closing Date.
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Organization; Ownership Interests. (i) Each of Wolverine and W/Investments is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other formation, is duly qualified to do business and in good standing in each other jurisdiction in which it conducts business where its failure to do so would materially adversely affect its operations, and has all requisite power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement and the other Accelerated Purchase Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the other Accelerated Purchase Transaction Documents. Attached as Schedule 4(b) are correct and complete copies of the Organization Instruments of Wolverine and W/Investments, respectively, as in effect on the Accelerated Purchase Closing Date.
Organization; Ownership Interests. (i) The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other formation, is duly qualified to do business and in good standing in each other jurisdiction in which it conducts business where its failure to do so would materially adversely affect its operations, has all requisite corporate power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement and the other Accelerated Purchase Transaction Documents, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the other Accelerated Purchase Transaction Documents. Attached as Schedule 6(a) are correct and complete copies of the Organization Instruments of Purchaser, as in effect on the date of this Agreement.

Related to Organization; Ownership Interests

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 6.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 8.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 7.19.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • 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 INTERESTS OF INTERESTED PERSONS COMPETITORS. . . . . . . . . . 9 2.28 PAYORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Ownership Interest 41 Pass-Through Rate............................................................41

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Protection of Ownership Interests of Buyer (a) Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

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