Equity - Membership Units Clause Samples

Equity - Membership Units. Seller owns beneficially and of record: all of the equity interests, in the form of Membership Units, of the Company. All of such Membership Units of Company are validly issued, fully paid, and non-assessable and are owned free and clear of any Encumbrance. At the Closing, Buyer will acquire good and valid title to and complete 100% ownership of the Stock, free of any Encumbrance. The authorized capital stock of Company consists of 100 membership units shares of which 1 Unit is issued and outstanding. There are no outstanding Contracts or other rights to subscribe for or purchase Membership units, or Contracts or other obligations to issue or grant any rights to acquire, any Membership Units of Company. There are no outstanding Contracts, nor any other shares, equity interests, options, warrants, calls, commitments, conversion rights, rights of exchange, plans or other arrangements of any character of Seller, or the Company to repurchase, redeem or otherwise acquire any Membership Units or other assets of any person or entity. There are no preemptive rights in respect of any Membership Units of Company.