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:
(a) an assignment or other instrument of transfer conveying and setting over the LLC Interests to Purchaser, in form and substance reasonably acceptable to both Parties (including, if the LLC Interests are certificated, all certificates representing the issued and outstanding LLC Interests, accompanied by appropriate transfer powers duly endorsed); and
(b) a certificate of formation and good standing, certified by the Secretary of State of the State of California.
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. 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. The Pledgor will not:
(a) permit any Pledged Company that is a limited liability company to issue any certificate or other instrument to evidence the Pledgor’s limited liability company interests in such Pledged Company; Global Water Resources, Inc. Pledge and Security Agreement
(b) permit any of the limited liability company interests in any such Pledged Company to be dealt in or traded on any securities exchange or in securities markets; and
(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.
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.
LLC Interests. 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.
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, including any restriction under the limited liability company agreement of the Pledgor or the Operating Agreement.
(b) The LLC Interests are “certificated securities” as such term is defined in Article 8 of the UCC.
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.
(b) The membership interests in the Development Company, including the ECP Membership Interest, to be issued at the Closing to the ECP Parties pursuant to this Agreement and the Operating Agreement, when issued and delivered in accordance with the terms hereof and thereof, will be duly authorized, validly issued and entitled to the benefits under, and subject to the restrictions of, the Operating Agreement. Except to the extent provided in the Operating Agreement, the Development Company is not obligated to issue any other interests in the Development Company, 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 interests in the Development Company. After giving effect to the issuance of membership interests to the ECP Parties and ADA-ES at the Closing, each of ADA-ES, on the one hand, and the ECP Parties, on the other hand, will own and hold a 50% membership interest in the Development Company, and there will be no other interests in...
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.
