Oakfield Interests Sample Clauses

Oakfield Interests. Seller owns 100% of the outstanding equity interests of Oakfield, free and clear of all liens except for those created by applicable securities Law. There are no outstanding options, subscriptions, convertible securities, warrants, calls, rights, commitments or other rights obligating Oakfield to issue, transfer, deliver or sell any membership interest in Oakfield or other equity ownership in Oakfield. The Oakfield Interests are duly authorized, validly issued, fully paid (to the extent required by the Governing Documents of Oakfield) and, subject to the Laws of the State of Delaware, non-assessable (except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right or other similar right. The Oakfield Interests constitute 100% of the total issued and outstanding membership interests or other equity interests in Oakfield. There are no voting trusts, member agreements, proxies or other agreements, understandings or consents in effect with respect to the voting or transfer of any of the Oakfield Interests (other than restrictions on transfer of securities arising under applicable securities Laws). Seller is and always has been the sole record and beneficial owner of the Oakfield Interests and the other equity interests in Oakfield and, immediately upon consummation of the transactions contemplated by this Agreement, Buyer will own all of the Oakfield Interests free and clear of all liens, charges and encumbrances (other than restrictions on transfer of securities arising under applicable securities Laws).
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Related to Oakfield Interests

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Certain Interests (a) Except as disclosed in Schedule 3.20, no officer or director of ERC, the LLC or any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor, supplier or customer of ERC, the LLC or any Subsidiary, provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which ERC, the LLC or any Subsidiary uses or has used in the conduct of its business or otherwise; or (iii) has outstanding any material indebtedness to ERC, the LLC or any Subsidiary. (b) Except as disclosed in Schedule 3.20(b), no officer or director of ERC, the LLC or any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director has outstanding any indebtedness to the ERC Shareholders. (c) Except as disclosed in Schedule 3.20(c), neither ERC, the LLC nor any Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of ERC, the LLC or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder.

  • Best Interests It is in the best interests of each Grantor (other than the Borrower) to execute this Security Agreement inasmuch as such Grantor will, as a result of being an Affiliate of the Borrower, derive substantial direct and indirect benefits from the Loans made to the Borrower by the Lender pursuant to the Credit Agreement, and each Grantor agrees that the Lender is relying on this representation in agreeing to make such Loans pursuant to the Credit Agreement to the Borrower.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Assigned Interest[s] Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

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