Acquired Interests & Ownership Structure Sample Clauses

Acquired Interests & Ownership Structure. Project Company: X0 Xxxx Xxxxxxx Limited Partnership Purchaser: Pattern Canada Finance Company ULC Acquired Interests: 33.33% limited partner interest in the Project Company that is currently held by Pattern K2 LP Holdings LP. 100% of the issued and outstanding shares of GP1 (which shall own (i) if the transfer of shares pursuant to Section 9.5(a) of the Shareholder Agreement has not occurred prior to the Closing, 25% or (ii) if the transfer of shares pursuant to Section 9.5(a) of the Shareholder Agreement has occurred prior to the Closing, one- third, in each case of clauses (i) and (ii) of the issued and outstanding shares of GP2, which in turn shall own a 0.01% general partner interest in the Project Company).
Sample 1
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Acquired Interests & Ownership Structure. Project Companies: Broadview Energy JN, LLC; Broadview Energy KW, LLC; Western Interconnect LLC Acquired Interests: 100% of Seller’s membership interests in Topco (which shall own 100% of the membership interests in Holdco, which in turn shall own 100% of the membership interests in Broadview B Member and WI Pledgor) (the “Acquired Interests”).Immediately after Closing, there will be no membership interests in Topco outstanding other than the membership interests held by Purchaser (or Subsidiary Transferee).On or prior to the Closing Date, the membership interests in Broadview Holdco will be restructured into Class A and Class B membership interests. Immediately following the restructuring and the occurrence of the Funding Date, (i) Broadview B Member will hold 100% of the Class B membership interests in Broadview Holdco, (ii) the Class A Members will hold 100% of the Class A membership interests in Broadview Holdco, and (iii) there will be no other membership interests in Broadview Holdco outstanding. Direct or Indirect Co-Owners of Project Companies: Immediately following Closing after the restructuring of the membership interests in Broadview Holdco pursuant to the ECCA: Affiliate(s) through which Seller Holds Interests in the Project Companies (the “Seller Affiliates”): Broadview Xxxxx Pledgor, a Delaware limited liability company Broadview Finance Company LLC, a Delaware limited liability company Broadview B Member LLC, a Delaware limited liability company Broadview Energy Holdings LLC, a Delaware limited liability company Broadview Energy Project Xxxxx LLC, a Delaware limited liability company WI Holdings Pledgor LLC, a Delaware limited liability company Pattern Western Interconnect Holdings LLC, a Delaware limited liability company Equity Capitalization of Broadview Energy JN, LLC Member:Broadview Energy Project Xxxxx LLC Type of LLC Interest: Member Percentage Interest: 100% Contributed equity at Closing: $[________]1 Equity Capitalization of Broadview Energy KW, LLC Member:Broadview Energy Project Xxxxx LLC Type of LLC Interest: Member Percentage Interest: 100% Contributed equity at Closing: $[________]2 Equity Capitalization of Western Interconnect LLC Members: Pattern Western Interconnect Holdings LLC and Tres Amigas, LLC Type of LLC Interest: Member Percentage Interest: 99% (Pattern Western Interconnect Holdings LLC) and 1% (Tres Amigas, LLC) Contributed equity at Closing: $[________]3 Subsidiary Transferee: Pattern US Finance Company LLC, a De...
Sample 1

Related to Acquired Interests & Ownership Structure

  • Ownership Structure As of the Agreement Date, Part I of Schedule 7.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • 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.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company.

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