Ownership and Transfer of Membership Interests Sample Clauses

Ownership and Transfer of Membership Interests. Such Seller is the record and beneficial owner of the Membership Interests indicated as being owned by such Seller on Exhibit D, free and clear of any and all Liens (other than any transfer restrictions imposed by the operating agreement of the Company or by reason of the issuance of securities without registration under federal and state securities Laws). Such Seller has the power and authority to sell, transfer, assign and deliver such Membership Interests as provided in this Agreement, and such delivery will convey to Purchaser good and marketable title to such Membership Interests, free and clear of any and all Liens, other than any transfer restrictions imposed by the terms of the operating agreement of the Company still in effect at Closing or by reason of the issuance of securities without registration under federal and state securities Laws.
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Ownership and Transfer of Membership Interests. The Seller is the record and beneficial owner of the Membership Interests, free and clear of any and all Liens and consummation of the Transactions shall vest the Membership Interests in the Purchaser, free and clear of any Liens.
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Ownership and Transfer of Membership Interests. (a) On the Initial Closing Date such Seller will be the record and beneficial owner of the Membership Interests indicated as being owned by such Seller on the Capitalization Spreadsheet, free and clear of any and all Liens, and will not own any other equity interest in the Acquired Companies. On the Initial Closing Date, such Seller will have the power and authority to sell, transfer, assign and deliver the Membership Interests as provided in this Agreement, and such delivery will convey to the Buyers good and marketable title to such Membership Interests, free and clear of any and all Liens. Such Seller is not a party to any Contract, agreement or understanding providing for the sale (contingent or otherwise) of any Membership Interests or any interest therein or any calls, commitments or Claims of any other character relating to the sale of any Membership Interests or relating to the voting, registration or other similar rights in respect of the Membership Interests.
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Ownership and Transfer of Membership Interests. As of the date hereof, (i) such Seller is the record and beneficial owner of the Company Membership Interests indicated as being owned by such Seller on Exhibit I hereto and (ii) Xxx Xxxxxxxx and Xxxx Xxxx are each the record and beneficial owner of 35% and Xxxxxxx Xxxxx is the record and beneficial owner of 30% of the Orlando Membership Interests. Following the Pre-Closing Reorganizations, (i) Company Holdco will be the sole record and beneficial owner of the Company Membership Interests and the Sellers will indirectly own the Company Membership Interests in accordance with the Company Percentage Interest, and (ii) Orlando Holdco will be the sole record and beneficial owner of the Orlando Membership Interests and each of Xxx Xxxxxxxx and Xxxx Xxxx will indirectly own 50% of the Orlando Membership Interests. As of the Closing, each such Seller (with respect to Company Holdco) and Xxx Xxxxxxxx and Xxxx Xxxx (with respect to Orlando Holdco) has the power and authority to cause the Holdcos to sell, transfer, assign and deliver such Membership Interests as provided in this Agreement and to perform the Pre-Closing Reorganizations, and such delivery will convey to Purchaser good and marketable title thereto, free and clear of any and all Liens.
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Related to Ownership and Transfer of Membership Interests

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

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