LLC Interests. The Pledgor will not:
LLC Interests. Against delivery of the Closing Date Payment, Seller shall sell, assign, transfer and deliver to Purchaser all of its rights, title and interests in and to 100% of the LLC Interests free and clear of all Liens. In furtherance thereof, Seller shall deliver and surrender to Purchaser at the Closing the following:
LLC Interests. The Company shall be authorized to issue two classes of limited liability company interests to the Members: Trust Interests and Allocation Interests as provided in Sections 3.1(a) and (b).
LLC Interests. The Pledgor owns 100% of the equity interest in TPI and has provided to GE a true, correct and complete copy of the LLC Agreement as in effect on the date hereof.
LLC Interests. (a) The LLC Interests identified on Schedule I comprise 100% of the authorized, issued and outstanding Capital Stock of the Borrower; such LLC Interests are duly authorized, validly existing, fully paid and non-assessable; and no transfer of those LLC Interests in the manner contemplated by this Agreement is subject to any contractual restriction, or any restriction under the limited liability company agreement of the Pledgor or the Operating Agreement.
LLC Interests. The Company shall be authorized to issue one class of limited liability company interests (the “LLC Interests”) in an aggregate amount of up to five hundred million (500,000,000) of such LLC Interests. The aggregate number of LLC Interests that are authorized may be increased, from time to time, by an amendment of this Amended Agreement upon the adoption of a resolution by the affirmative vote of at least a majority of the Entire Board of Directors declaring such amendment to be advisable and the approval of such amendment by the affirmative vote of the holders of a majority of the LLC Interests present in person or represented by proxy at the meeting of the Members.
LLC Interests. Pledgor represents and warrants that: (a) any Pledged Company that is a limited liability company has not issued any certificate or other instrument to evidence any of Pledgor’s limited liability company interests in such Pledged Company; (b) the limited liability company interest in any such Pledged Company have not been dealt in or traded on any securities exchange or in securities markets; and (c) the operating agreement of any such Pledged Company does not provide that any limited liability company interest in any such Pledged Company shall be a security governed by Article 8 of the Uniform Commercial Code. Pledgor will not: (A) permit any Pledged Company that is a limited liability company to issue any certificate or other instrument to evidence any of Pledgor’s limited liability company interests in such Pledged Company; (B) permit the limited liability company interest in any such Pledged Company to be dealt in or traded on any securities exchange or in securities markets; or (C) allow the operating agreement of any such Pledged Company to provide that any limited liability company interest in any such Pledged Company shall be a security governed by Article 8 of the Uniform Commercial Code. 0000-0000-0000 DATED as of the date first above written. PLEDGOR: WEST MARICOPA COMBINE, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial Officer and Secretary COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxx Xxxxxx-Xxxxx Name: Xxxx Xxxxxx-Xxxxx Title: Vice President 0000-0000-0000 Schedule 1 PLEDGED COMPANIES* Valencia Water Company, LLC Water Utility of Greater Buckeye, LLC Water Utility of Greater Tonopah, LLC Water Utility of Northern Scottsdale, LLC Willow Valley Water Co., LLC *All Arizona limited liability companies 100% owned by Pledgor. Schedule I
LLC Interests. (a) ADA-ES owns each of the AC Venture Company Interests free and clear of all Liens. The AC Venture Company Interests constitute all of the outstanding equity interests in each of the AC Venture Companies. None of the AC Venture Companies is obligated to issue any equity interests, or any security convertible into or exercisable or exchangeable for such interests, or any options, warrants, plans, conversion rights or other contractual rights to any of the foregoing and no Person has any right of first refusal or any preemptive rights in connection with any of the AC Venture Company Interests or the Transactions. Except as disclosed on Section 4.14 of the Disclosure Schedule, none of the AC Venture Companies owns an equity or other interest in any other Person. After giving effect to the Transactions contemplated hereby, except as specifically provided in this Agreement and the Operating Agreement, none of ADA-ES or any of its Affiliates shall have any rights to the Project Companies or the Supply Company or any property thereof. Except as specifically contemplated by this Agreement and the Transactions, there are no outstanding preemptive or other rights, plans, options, warrants, conversion rights or agreements for the purchase or acquisition from any AC Venture Company of any of its membership interests.
LLC Interests. All members of the Company, and all the members thereof by the purchase of interests therein, hereby specify, acknowledge and agree that all interests in the Company are securities governed by Article 8 and all other provisions of the Uniform Commercial Code as adopted and amended in the State of New York (the "UCC"), and pursuant to the terms of Section 8-103 of the UCC, such interests shall be "securities" for all purposes under such Article 8 and under all other provisions of the UCC. In addition, each member interest shall be evidenced by a certificate or certificates showing the number of member interests registered in the name of each member.
LLC Interests. At the Closing, Seller will deliver, or cause to be delivered, to Buyer good and valid title to the LLC Interests free and clear of any Liens (except as created by this Agreement and restrictions on sales of securities under applicable securities Laws). There exists no option, warrant, purchase right, or other contract or commitment (other than this Agreement) that would require the sale, transfer, or other disposition of any LLC Interests or member or partnership interests of any Subsidiary. There exists no voting trust, proxy, or other agreement or understanding with respect to the voting of any LLC Interests or member or partnership interests of any Subsidiary.
