Ownership of BMC Sample Clauses

Ownership of BMC. The Partnership owns a 100% membership interest in BreitBurn Management Company, LLC, a Delaware limited liability company (“BMC”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of BMC (the “BMC LLC Agreement”) and is fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”); and the Partnership owns such membership interest free and clear of all Liens, other than those created by or arising under the Credit Facility.
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Ownership of BMC. BEC owns 4.4% of the issued and outstanding membership interests in BMC; Pro LP owns 95.2% of the issued and outstanding membership interests in BMC; and Pro GP owns .4% of the issued and outstanding membership interests in BMC. Such membership interests have been duly authorized and validly issued in accordance with the BMC LLC Agreement and are fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware LLC Act); and BEC, Pro LP and Pro GP own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming BEC, Pro LP or Pro GP as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LLC Act.
Sample 1
Ownership of BMC. At the Initial Delivery Date, BEC will own 4.45% of the issued and outstanding membership interests in BMC; Pro LP will own 95.15% of the issued and outstanding membership interests in BMC; and Pro GP will own .4% of the issued and outstanding membership interests in BMC. Such membership interests will have been duly authorized and validly issued in accordance with the BMC LLC Agreement and will be fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”); and BEC, Pro LP and Pro GP will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.
Sample 1
Ownership of BMC. BEC owns 4.4% of the issued and outstanding membership interests in BMC; Pro LP owns 95.2% of the issued and outstanding membership interests in BMC; and Pro GP owns .4% of the issued and outstanding membership interests in BMC. Such membership interests have been duly authorized and validly issued in accordance with the BMC LLC Agreement and are fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the "Delaware LLC Act"); and BEC, Pro LP and Pro GP own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.
Sample 1

Related to Ownership of BMC

  • Ownership of Rights The Optionee shall have no rights as a shareholder with respect to any shares covered by his option until the date of issuance of a stock certificate to said optionee for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided under the terms and conditions of this Agreement.

  • Ownership of Buyer Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

  • Ownership of Marks All use of the Xxxx by Licensee shall inure to the benefit of Licensor. Licensee shall cooperate in Licensor’s efforts to perfect or enforce its rights in the Xxxx and shall neither assert nor assist a third party in asserting any independent rights in the Xxxx anywhere in the world for any goods or services.

  • Ownership of Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Ownership of Data The Recipient Data is and shall remain the property of Recipient or its customers.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Notes (a) A Note may be transferred by the Note Holder to any person in accordance with this agreement.

  • Ownership of Software Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.14(d), all persons who have contributed to or participated in the ---------------- conception and development of the Software on behalf of the Company have been full-time employees of the Company hired to prepare such works within the scope of employment. As a consequence, the Company has all ownership interests in the Software.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

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