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. (a) Seller is the sole legal, beneficial, record and equitable owner of the Membership Interests, free and clear of all Encumbrances whatsoever other than the LLC Agreement.
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. Seller holds of record and owns beneficially all right, title and interest in and to the Purchased Membership Interests free and clear of any restrictions on transfer, taxes, encumbrances, liens, claims, equities, liabilities and demands to which the Purchased Membership Interests are subject, including claims of community property ownership (unless such claims have been waived), but excluding any restrictions imposed by the Operating Agreement. Except for the Operating Agreement, Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any of the Purchased Membership Interests to anyone other than Buyer and Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the Purchased Membership Interests. Neither the Purchased Membership Interest nor any interest therein has been sold, assigned, endorsed, transferred, deposited under any agreement, hypothecated, pledged or disposed of in any manner by Seller. Other than as set forth in the Operating Agreement, neither Seller nor, to Seller’s knowledge has anyone else signed, any assignment, power of attorney, or other assignment or authorization respecting the same that is now outstanding and still in force as to the Purchased Membership Interest; and, no person firm, corporation or other entity has, or has asserted, any right, title, claim, equity, or interest in, to, or respecting any of the Purchased Membership Interest. Seller has full and complete authority to transfer the Purchased Membership Interests and is conveying clear and unencumbered title thereto. The Purchased Membership Interests sold by Seller hereunder represent all of the Membership Interests, equity or other interest in the Company owned by Seller and, following the Effective Date, Seller shall have no further interest in any Membership Interests and no interest, equity, or otherwise in the Company whatsoever.
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. 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) Blue Phoenix is the sole legal, beneficial, record and equitable owner of the Blue Phoenix Membership Interest, free and clear of all Encumbrances whatsoever.
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 owners of all membership interests in Daily Engage in the amounts set forth on Schedule A. The Membership Interests have been duly authorized, are duly and validly issued, fully paid, and nonassessable, and are free of any Lien, encumbrance or restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. There is no outstanding security of any kind convertible into or exchangeable for membership interests or equity ownership interest in Daily Engage.
