Membership Interests of the Company. The Class One Interests constitute 51% of the Interests in the Company. The Class Two Interests constitute 49% of the Interests in the Company. Except as described in the preceding sentence, there are no other interests or securities authorized for issuance with respect to the Company. The Interests have been duly authorized and validly issued, are fully paid and nonassessable, and were not issued in violation of or subject to any preemptive rights. There are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments relating to the Interests (collectively, "Options"), of the Company obligating the Company to issue or sell any of its Interests. The Seller and its Affiliates own all of the Interests in the Company, free and clear of all Encumbrances, except for: (i) any Encumbrances set forth on Section 3.03 of the Disclosure Schedule and (ii) any Encumbrances created under this Agreement. Neither the Company nor any subsidiary has any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) with the Members of the Company or shareholders of any of such subsidiary, as the case may be, on any matter ("Voting Debt"). There are no voting trusts, stockholder agreements, proxies or other similar such agreements or arrangements in effect with respect to the voting or transfer of the Interests, other than the Limited Liability Company Agreement. The delivery to the Purchaser of the Class One Interests pursuant to the provisions of this Agreement will transfer to the Purchaser good and valid title thereto, free and clear of all Encumbrances arising through the Seller, the Company or their Affiliates.
Membership Interests of the Company. 7 5.4 AUTHORITY; NO CONFLICT..........................................................................8 5.5 TRANSACTIONS IN COMPANY INTERESTS; ORGANIZATION ACCOUNTING......................................8 5.6 [Reserved]......................................................................................9 5.7 SUBSIDIARIES....................................................................................9 5.8 PREDECESSOR STATUS; ETC.........................................................................9 5.9 SPIN-OFF BY THE COMPANY. ......................................................................9 5.10
Membership Interests of the Company. The respective designations and numbers of outstanding membership interests and voting rights of each class of outstanding membership interests and securities convertible, exercisable or redeemable for membership interests (collectively, "Convertible Securities"), or rights, warrants, puts, calls or options relating to membership interests (collectively, "Options") of the Company as of the date of this Agreement are as set forth on SCHEDULE 5.3 hereto. All of the issued and outstanding Units of membership interests, Convertible Securities and Options of the Company are owned by the Persons listed on SCHEDULE 5.3 and in the amounts set forth thereon, and are owned free and clear of all Encumbrances, and no other Person (other than Clarant) has any right to acquire any membership interest in the Company or any of its Subsidiaries. All of the issued and outstanding Units of membership interests of the Company have been duly authorized and validly issued, are owned of record and beneficially by the members of the Company and were offered, issued, sold and delivered by the Company in compliance with all applicable state and Federal securities laws concerning the offering and sale or grant of securities. All of the Options have been duly authorized and validly issued, are held of record and beneficially by the respective option holders set forth on SCHEDULE 5.3, and were granted in compliance with all applicable state and Federal securities laws concerning the grant of options. Set forth on SCHEDULE 5.3 is a complete list of all the Company's unit holders' agreements, buy-sell agreements, security subscription agreements, registration rights agreements, voting agreements, option plans and agreements and other similar agreements (collectively, "Securities Agreements"), and a copy of each such agreement is attached thereto. To the Knowledge of the Company and the Members, there are no breaches or defaults by the Company or the Members under any of the Company's Securities Agreements.
Membership Interests of the Company. Seller is the sole member and owns and otherwise holds, the only membership interest in each of the Companies. Each Membership Interest has been duly authorized and validly issued, is owned of record and beneficially by Seller and is free and clear of all liens, encumbrances and claims of every kind. All of the Membership Interests were offered, issued, sold and delivered in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of the Membership Interests were issued in violation of the preemptive rights of any past or present member.
Membership Interests of the Company. All of the issued and outstanding membership interests of the Company are owned beneficially and of record by HoldCo. The membership interests of the Company have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and, are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all requirements of Applicable Law and all requirements set forth in applicable Contracts. From and after the Closing, the Surviving Entity will continue to hold good and valid title to all membership interests of the Company, free and clear of all Encumbrances.
Membership Interests of the Company. The authorized membership interests of the Company are shown on Schedule 3.3. All of the Company's issued and outstanding membership interests have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Sellers in the amounts set forth in Schedule 3.3, and are free and clear of all liens, encumbrances and claims of every kind. All such membership interests were offered, issued, sold and delivered in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such membership interests were issued in violation of the preemptive rights of any past or present member.
Membership Interests of the Company. Each issued and outstanding membership interest of the Company (other than membership interests to be canceled in accordance with Section 3.2(b)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, in cash, the portion of the Merger Consideration set forth opposite the name of each such holder on Exhibit 3.2(c). All such membership interests, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such membership interest shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration set forth opposite the name of such holder on Exhibit 3.2(c) (less the portion of the Escrow Amount and the Expense Reserve Amount allocated to such Former Securityholder as set forth on Exhibit 3.2(c)) in consideration therefor.
Membership Interests of the Company. Each membership interest of the Company (the “Membership Interests”) held by New Holdco issued and outstanding as of immediately prior to the Effective Time shall at the Effective Time automatically be converted into the right to receive (subject to Section 2.1(f)) (i) an amount equal to the Aggregate Cash Merger Consideration, divided by the total number of Fully-Diluted Common Shares, in cash, without interest, (ii) the Aggregate Stock Merger Consideration, divided by the total number of Fully-Diluted Common Shares and (iii) if and when payable in respect of such Membership Interests in accordance with Section 2.8, the Per Share Earn-Out Value, and thereafter shall no longer be outstanding and shall automatically be canceled, and shall cease to exist after the Effective Time (the “Total Consideration”). Notwithstanding anything to the contrary in this Agreement, no fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof if New Holdco would otherwise be entitled to a fraction of a share of Parent Common Stock it shall receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of (x) such fraction, multiplied by (y) the Parent Stock VWAP.
