Acquired Interests. Seller owns indirectly through the Subsidiary Transferor, of record and beneficially one hundred percent (100%) of the equity interests of HoldCo. As of immediately prior to the Closing, HoldCo will own, of record and beneficially, the Acquired Interests in the Project Company specified in Part I of Appendix C. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of HoldCo and each of its Subsidiaries. All of the interests described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of HoldCo or any of its Subsidiaries, (ii) securities of HoldCo or any of its Subsidiaries convertible into or exchangeable for any equity interests or voting securities of HoldCo or any of its Subsidiaries or (iii) options or other rights to acquire from HoldCo or any of its Subsidiaries, or other obligation of HoldCo or any of its Subsidiaries to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of HoldCo or any of its Subsidiaries, or any obligations of HoldCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the foregoing. The Seller (or, if applicable, each Subsidiary Transferor) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date. The Acquired Interests have been, or will be, validly issued, and are, or will be, fully paid and non-assessable. No Person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from Seller or any Subsidiary Transferor of any of the Acquired Interests. On the Closing Date, Seller (or, if applicable, the Subsidiary Transferor) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than any obligations imposed under the Organization Documents of HoldCo or its Subsidiaries or restrictions arising under applicable securities laws.
Acquired Interests. As of , Acquirer has acquired from Producer the interest in the oil and gas leases and properties described in Exhibit A hereto (the “Acquired Interests”).
Acquired Interests. Each Consenting Lender severally, and not jointly, or jointly or severally, represents and warrants to the Plan Investor that it has not acquired an interest in shares (as such term is defined in the UK City Code of Takeovers and Mergers) in the Plan Investor during the course of the twelve months prior to the date of this Agreement (any such acquisition, a “Disqualifying Transaction”).
Acquired Interests. (a) Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Contributor shall (and the MCE Owners shall cause Contributor to) contribute, assign, transfer and deliver to Acquirer, and Acquirer shall accept delivery from Contributor of, the following Equity Interests (collectively, the “Acquired Interests”) owned by Contributor, free and clear of any and all Liens (other than any transfer restrictions imposed by federal and state securities laws), in exchange for the Total Consideration (as defined in Section 2.02 below) delivered in accordance with Section 2.02:
(i) all of the limited liability company interests in MCE GP (and Acquirer shall be admitted as the substitute member thereof); and
(ii) all of the limited partnership interests in MCE LP (and Acquirer shall be admitted as the substitute limited partner thereof).
Acquired Interests. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Xx. Xxxxxx and Xx. Xxxxxxxxx shall contribute, assign, transfer and deliver to Acquirer (or a designated subsidiary of Acquirer), and Acquirer shall accept delivery from Xx. Xxxxxx and Xx. Xxxxxxxxx of, all of the Equity Interests of EFS, and RPS Holdings shall contribute, assign, transfer and deliver to Acquirer (or a designated subsidiary of Acquirer), and Acquirer shall accept delivery from RPS Holdings of, all of the Equity Interests of RPS (collectively, the “Acquired Interests”), free and clear of any and all Liens (except for restrictions on transfer under the Securities Act), in exchange for the Total Consideration (as defined in Section 2.02 below).
Acquired Interests. Subject to Section 5.4 herein, if during the period commencing upon the designation of an AMI and ending on December 31, 2007 (the "AMI Term") either Party acquires any right, title or interest in, to or under any fee land, oil and gas lease, mineral interest or other interest in oil or gas (including, but not limited to, farmin agreements or similar contractual rights to acquire such interests) covering lands within an AMI (the "Acquired Interest"), the Party making the acquisition shall offer to the other Party an undivided interest in the Acquired Interest in proportion to such Party's Participation Interest. Such offer shall be made as soon as possible, but in no event later than thirty (30) days after such acquisition, and shall include copies of all executed assignments and agreements relating to the acquisition and an itemized statement of all Acquisition Costs. The Party to which the offer is made shall have a period of thirty (30) days after receipt of such offer within which to elect in writing to accept the offer and to make payment for its portion of the Acquisition Costs of the Acquired Interest. If the Party to whom the offer is made fails to reply within such thirty (30) day period, or fails to pay its proportionate share of Acquisition Costs within such period, then it shall be deemed to have elected not to participate in the acquisition. In the event that EPL elects not to participate in the acquisition and as a result thereof owns no interest in any lands within the area covered by the Prospect prior to an Initial Well Proposal by Castex, such Prospect shall be a Declined Prospect with respect to EPL. In the event that Castex elects not to participate in the acquisition and as a result thereof owns no interest in any lands within the area covered by the Prospect prior to an Initial Well Proposal by EPL, such Prospect shall be a Declined Prospect with respect to Castex.
Acquired Interests. The Sellers, together, hold of record and own all of the Acquired Interests, which Acquired Interests represent one hundred percent (100%) of the of the Company’s issued and outstanding equity securities, free and clear of any restrictions on transfer, taxes, liens, claims, mortgages, charges, exceptions or encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Neither Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than under this Agreement). Neither Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital securities of the Company. Each Seller has full right to sell and transfer the Acquired Interests and, upon consummation of the transactions hereunder, the Sellers will convey and transfer to the Purchaser, good, marketable title to the Acquired Interests free and clear of any and all restrictions, agreements, claims, liens, charges, pledges, encumbrances or limitations on alienability of any kind. Neither Seller is under any order of any court or tribunal prohibiting, restricting or impairing its right to transfer the Acquired Interests.
Acquired Interests. Each Seller owns, beneficially and of record, the Acquired Interests free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, and other than restrictions imposed by the Company's Second Amended and Restated General Partnership Agreement dated as of January 1, 1997 (the “GP Agreement”). Each Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of the Company other than restrictions imposed by the GP Agreement. Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any interests in the Company.
Acquired Interests. The Seller holds of record and owns all of the Acquired Interests, which Acquired Interests give the Seller the right to appoint four (4) voting members to the Company’s Board of Directors, which Board has seven (7) total voting members, and represent issued and outstanding equity securities of the Company comprising (i) [forty-six percent (46.0%) of the equity interests in the Company and (ii) fifty-seven percent (57.0%) of the voting interests in the , free and clear of any restrictions on transfer, taxes, liens, claims, mortgages, charges, exceptions or encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital securities of the Company (other than under this Agreement). Other than the Company’s Second Amended and Restated Limited Liability Company Operating Agreement dated as of June 6, 2018, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital securities of the Company. The Seller has full right to sell and transfer the Acquired Interests and, upon consummation of the transactions hereunder, the Seller will convey and transfer to the Purchaser, good, marketable title to the Acquired Interests free and clear of any and all restrictions, agreements, claims, liens, charges, pledges, encumbrances or limitations on alienability of any kind. The Seller is not under any order of any court or tribunal prohibiting, restricting or impairing its right to transfer the Acquired Interests.
Acquired Interests. Part I of Appendix C sets forth the equity capitalization (or proposed equity capitalization) of New B Member and New Holdings. All of the interests in New B Member and New Holdings described in Part I of Appendix C have been duly authorized, validly issued and are fully-paid and non-assessable and, except as set forth on Part I of Appendix C, there are no outstanding (i) equity interests or voting securities of New B Member or New Holdings, (ii) securities of New B Member or New Holdings convertible into or exchangeable for any equity interests or voting securities of New B Member or New Holdings, (iii) options or other rights to acquire from New B Member or New Holdings, or other obligation of New B Member or New Holdings to issue, any equity interests or voting securities or securities convertible into or exchangeable for equity interests or voting securities of New B Member or New Holdings, or any obligations of New B Member or New Holdings to repurchase, redeem or otherwise acquire any of the foregoing.
