Ownership of Member Interests Sample Clauses

Ownership of Member Interests. Seller is the record and beneficial owner of all of the Member Interests, and those Member Interests are owned by Seller free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities Laws and Liens under the Credit Agreement, which will be released at or prior to the Closing). Seller has full authority to transfer pursuant to this Agreement all of the Member Interests owned by Seller free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities Laws and Liens under the Credit Agreement, which will be released at or prior to the Closing).
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Ownership of Member Interests. The Members are the lawful owners of the Member Interests to be transferred to Royal free and clear of all preemptive or similar rights, Liens, and the delivery to Royal of the Member Interests pursuant to the provisions of this Agreement will transfer to Royal valid title thereto, free and clear of all Liens.
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Ownership of Member Interests. Exhibit 3.8 sets forth the owners of the outstanding Member Interests of Company as of the date hereof; all of such outstanding Member Interests are, and upon issuance and payment therefor in accordance with the terms of this Agreement, the Member Interests issued to the Investor pursuant to this Agreement will be, validly issued in compliance with applicable law. Each of MSI and DSC hereby represent and warrant to the full extent of the immediately preceding sentence with respect to the Member Interest owned by it. Except as set forth in Exhibit 3.8 or as expressly provided in the Amended Operating Agreement or this Agreement, as of the date hereof, (i) the Company has no outstanding Equity Participation or other commitment to issue or to acquire any Member Interest, or any securities or obligations convertible into or exchangeable for a Member Interest, nor, except as contemplated hereby, has it given any person any right to acquire from the Company or sell to the Company any Member Interest; (ii) there is no agreement, restriction or encumbrance with respect to the sale or voting of any Member Interest of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities) except for the offering and sale pursuant to this Agreement and the Amended Operating Agreement; (iii) the Company has no obligation to register under the '33 Act any of its presently outstanding securities or any of its securities which may thereafter be issued other than as provided in the Registration Rights Agreement, the Xxxxx Employment Agreement and the First Xxxx Agreement; and (iv) there are no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements (whether written or oral) with respect to the voting, transfer or disposition of the Member Interests to which the Company is a party or by which it is bound, or, to the Best Knowledge of the Company Parties, between or among any Persons other than the Company.
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Ownership of Member Interests. Each Member is both the record and beneficial owner of the number of Member Interests set forth beside such Member's name on Schedule 1.3 hereto. Each Member is not the record or beneficial owner of any other Member Interest. The information set forth on Schedule 1.3 with respect to each Member is accurate and complete.
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Ownership of Member Interests. Members are the record and beneficial owners of all of the issued and outstanding DCG Member Interests.
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Ownership of Member Interests. Sellers are the legal owners of their respective Sellers’ Member Interests, and Sellers have not sold, gifted, encumbered, or otherwise transferred or conveyed all or any portion of Sellers’ Member Interests. Sellers have and will convey to Buyer good and marketable fee title to Sellers’ Member Interests, free and clear of all options, rights of first refusal, possessory interests, liens, mortgages, pledges, encumbrances, and charges of any kind. There are no outstanding contracts, agreements, or other rights affording any person or entity the right to obtain any membership interest in any of the Companies. To the extent Sellers have entered into any agreement to sell, transfer or encumber all or any portion of Sellers’ Member Interests, or issue any new membership interests in any of the Companies, Sellers shall fully indemnify Buyer as to any such transfer. After the Closing, Buyer will enjoy all the rights and benefits of exclusive ownership of the Companies and Business as an ongoing business.
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Ownership of Member Interests. The Sellers are the unconditional sole legal, beneficial, record and equitable owner of the Member Interests as specified in Section 2.3 above, free and clear of any and all liens and claims, security interests, options, voting agreements or trusts, proxies, preemptive rights, rights of first refusal or other restrictions or interests of any kind or nature whatsoever except restrictions on transfer under applicable securities laws (collectively, "Claims"). As of the Closing Date, the Sellers will own all of the outstanding Member Interests in the Company, free and clear of any and all Claims except restrictions on transfer under applicable securities laws and the Sellers will have the unrestricted right and power to sell and transfer the Member Interests in the Company to the Purchaser. Upon transfer of the Member Interests in the Company by the Sellers to the Purchaser at the Closing in accordance with the terms hereof, the Purchaser will acquire good and valid title to all Member Interests in the Company, free and clear of any Claims, except solely for any liens created by the Purchaser in connection with the acquisition by the Purchaser of the Member Interests and except for restrictions on transfer under applicable securities laws and the Operating Agreement. As of the Closing Date, the Sellers will not have any option or other right to acquire from the Company or any other person or entity, nor any obligation or commitment to sell or otherwise transfer to any person, any member interest in the Company.
Sample 1
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Related to Ownership of Member Interests

  • 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 Units As of the date hereof, Holder has beneficial ownership over the type and number of the Units set forth under Holder’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 Holder. Except for the Units set forth under Holder’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 Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of the Sponsor Units The Company owns, directly or indirectly, 11,645,659 Common Units (the “Sponsor Units”); the Sponsor Units are owned free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Prospectus or arising under the Holdco Credit Agreement or the TRI Credit Agreement). For purposes hereof, “Common Units” shall mean common units representing limited partner interests in the Partnership.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

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