Capitalization; Title to Membership Interests. (a) Such Members is, as of the Effective Date, and on the Closing Date will be, the record and beneficial owner and holder of the Membership Interests to be delivered by such Member, free and clear of all Liens. None of the Membership Interests held by such Member is subject to pre-emptive or similar rights pursuant to any requirement of Law or any contract with such Member, and no Person has any pre-emptive rights or similar rights to purchase or receive any Membership Interests or other interests in Next Charging from such Member.
(b) The Membership Interests held by such Member are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Florida Act, the Next Charging Organizational Documents or any Contract to which such Member or Next Charging is a party.
Capitalization; Title to Membership Interests. (a) Except as set forth on Schedule 3.3(a), Seller Party owns beneficially and of record all of the Equity Interests set forth opposite Seller’s name on Schedule 3.3(a), free and clear of all Liens. Except as set forth in Schedule 3.3(a), such Equity Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Equity Interests (except as contemplated by this Agreement and restrictions under applicable federal and state securities laws). Except as set forth on Schedule 3.3(a), Seller Party has full legal right to sell, assign, convey and transfer its Equity Interests to Buyer and will, upon delivery of an assignment of such Equity Interests to Buyer pursuant to the terms hereof, transfer to Buyer title to such Equity Interests, free and clear of any Liens.
(b) Schedule 3.3(b) sets forth the authorized capitalization of 235LX. Sxxxx owns beneficially and of record all of the equity interests in 235LX as set forth on Schedule 3.3(b), in each case free and clear of all Liens. Except as set forth in Schedule 3.3(b), such equity interests are not subject to any agreements or understandings with respect to the voting of such equity interests.
(c) Except as set forth in Schedule 3.3(c), there are no outstanding subscriptions, options, convertible securities, warrants or calls or preemptive rights of any kind issued or granted by, or binding upon, 235LX to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in 235LX.
(d) Seller Party does not own or control, directly or indirectly, any interest in any Person (other than the Subject Companies) and is not a participant in any partnership, joint venture or similar arrangement.
Capitalization; Title to Membership Interests. (a) (i) CST Diamond owns beneficially and of record 100% of the Membership Interests in, and is the sole member of, NTI Drop Down One, (ii) CST Shamrock owns beneficially and of record 100% of the Membership Interests in, and is the sole member of, NTI Drop Down Two and (iii) CST Arizona owns beneficially and of record 100% of the Membership Interests in, and is the sole member of, NTI Drop Down Three, in each case free and clear of all liens (other than those arising pursuant to restrictions on transfer under applicable securities Laws). The Membership Interests are not subject to any agreements or understandings with respect to the voting or transfer of the Membership Interests (other than those arising pursuant to restrictions on transfer under applicable securities Laws), except as set forth in this Agreement. The Membership Interests have been duly authorized, validly issued and fully paid and are non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act).
(b) Other than this Agreement, there are no outstanding options, warrants, exchangeable or convertible debt or similar rights or agreements to purchase or acquire any equity interests in any of the NTI Entities, any other commitments or contracts providing for the issuance of additional equity interests, or for the repurchase or redemption of the Membership Interests or equity interests in any of the NTI Entities, or any contracts of any kind that may obligate the NTI Entities to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests.
(c) The Membership Interests are not subject to and will not be issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any Law applicable to such interests or any contract to which any CST Party or any of their subsidiaries or affiliates (including the NTI Entities) is a party or to which it or any of its properties or assets is otherwise bound.
Capitalization; Title to Membership Interests. (a) The Seller owns, beneficially and of record, all of the issued and outstanding Membership Interests free and clear of all Liens (other than restrictions on transfer under federal and applicable state securities laws) and will convey good and marketable title to the Membership Interests to the Buyer on the Closing Date. The Membership Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Membership Interests (except the assignment of the Membership Interests contemplated by this Agreement, restrictions under the terms of the Company’s limited liability company agreement and restrictions under applicable federal and state securities Laws). The Membership Interests have been duly authorized and are validly issued, fully paid (to the extent required under the limited liability company agreement of the Company) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act). The Seller is the sole member of the Company.
(b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, either the Seller or the Company to purchase or otherwise acquire or to issue, sell or otherwise dispose of the Membership Interests, except as contemplated by this Agreement.
Capitalization; Title to Membership Interests. (a) Such Members is, as of the Effective Date, and on the Closing Date will be, the record and beneficial owner and holder of the Membership Interests to be delivered by such Member, free and clear of all Liens. None of the Membership Interests held by such Member is subject to pre-emptive or similar rights pursuant to any requirement of Law or any contract with such Member, and no Person has any pre-emptive rights or similar rights to purchase or receive any Membership Interests or other interests in Travl from such Member.
(b) The Membership Interests held by such Member are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Act, the Travl Organizational Documents or any Contract to which such Member or Travl is a party.
Capitalization; Title to Membership Interests. (a) Such Members is, as of the Effective Date, and on the Closing Date will be, the record and beneficial owner and holder of the Membership Interests to be delivered by such Member, free and clear of all Liens. None of the Membership Interests held by such Member is subject to pre-emptive or similar rights pursuant to any requirement of Law or any contract with such Member, and no Person has any pre-emptive rights or similar rights to purchase or receive any Membership Interests or other interests in Nest Egg from such Member.
(b) The Membership Interests held by such Member are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Act, the Nest Egg Organizational Documents or any Contract to which such Member or Nest Egg is a party.
Capitalization; Title to Membership Interests. (a) Such Members is, as of the Effective Date, and on the Closing Date will be, the record and beneficial owner and holder of the Membership Interests to be delivered by such Member, free and clear of all Liens. None of the Membership Interests held by such Member is subject to pre-emptive or similar rights pursuant to any requirement of Law or any contract with such Member, and no Person has any pre-emptive rights or similar rights to purchase or receive any Membership Interests or other interests in Resolve Debt from such Member.
(b) The Membership Interests held by such Member are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Wyoming Act, the Resolve Debt Organizational Documents or any Contract to which such Member or Resolve Debt is a party.
Capitalization; Title to Membership Interests. (a) WFS Company owns beneficially and of record all of the Membership Interests free and clear of all Liens. The Membership Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Membership Interests (except the contribution of the Subject Interest contemplated by this Agreement and the Contribution Agreement, as may be contained in the Existing LLC Agreement and restrictions under applicable federal and state securities laws). The Membership Interests have been duly authorized and are validly issued, fully paid (to the extent required under the Existing LLC Agreement) and non-assessable (except as provided under the Delaware LLC Act or the Existing LLC Agreement).
(b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, Wamsutter LLC or any of the Seller Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in Wamsutter LLC, except the contribution of the Subject Interest as contemplated by this Agreement and the Contribution Agreement and as may be contained in the Existing LLC Agreement.
Capitalization; Title to Membership Interests. (a) Sellers own beneficially and of record all of the Membership Interests. Except as set forth in Schedule 4.3(a), such Membership Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Membership Interests (except as contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Membership Interests have been duly authorized and validly issued and are fully paid and nonassessable.
(b) Except as set forth in Schedule 4.3(b), there are no outstanding subscriptions, options, convertible securities, warrants or calls or preemptive rights of any kind issued or granted by, or binding upon, Sirius to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in Sirius.
(c) Sirius does not own or control, directly or indirectly, any interest in any Person nor is Sirius a participant in any partnership, joint venture or similar arrangement.
Capitalization; Title to Membership Interests. All issued and outstanding Membership Interests of the Company are held of record by the Member, free and clear of any Liens whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for this Agreement, there are no outstanding agreements, contracts or understandings between the Member and any other Person with respect to the acquisition, disposition or voting of or any other matters pertaining to the Membership Interests. Except as set forth on Schedule 3.5, there are no outstanding options, warrants, rights to subscribe to, or securities or rights convertible into, units or shares or evidencing ownership of the Company’s limited liability company interests or contracts, commitments, understandings, or arrangements by which the Company is bound to issue additional membership interests or certificates evidencing ownership of the Company or otherwise entitling any Person to consideration in respect of the sale of any equity interests of the Company. Except as set forth on Schedule 3.5, there are no voting trusts, proxies or similar voting arrangements with respect to the Membership Interests. Except as set forth on Schedule 3.5, the Company does not, directly or indirectly, own or control any equity interest or other ownership interest in any Person.
