Ownership of Company Units Sample Clauses

Ownership of Company Units. Such Member owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, such Member’s Company Units free and clear of any and all Liens. There are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which such Member is a party or by which such Member or such Member’s Company Units are bound with respect to the issuance, sale, transfer, voting or registration of such Member’s Company Units. At the Closing Date, the Acquiror Company will acquire good, valid and marketable title to such Member’s Company Units free and clear of any and all Liens, and upon the entry of the Acquiror Company into the register of members of the Company, the Acquiror Company shall have acquired good, valid and marketable title to such Member’s Company Units free and clear of any and all Liens.
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Ownership of Company Units. (a) The Seller is the sole record and beneficial owner of, and has the sole right to vote and to sell, convey, transfer, assign and deliver to Acquiror, the Company Units set forth opposite the Seller’s name on Schedule 1 hereto, and the Company Interests represented thereby, and such Company Units (and Company Interests) are, or as of the Closing will be, free and clear of any Encumbrance of any kind. The Seller is not a party to any Contract with respect to the voting of equity securities of the Company or relating to the allocation of the Total Consideration in a manner that is inconsistent with the terms of this Agreement. Other than the Company Units set forth opposite the Seller’s name on Schedule 1 hereto, and the Company Interests represented thereby, the Seller does not beneficially own any other Company Units or Company Interests or options, warrants or other rights to acquire Company Units or Company Interests. (b) The Seller has not, directly or indirectly, (i) sold, assigned, endorsed, transferred, pledged, pawned, hypothecated, deposited under any Contract or disposed of in any manner any of the Company Units set forth opposite the Seller’s name on Schedule 1 hereto, any of the Company Interests represented thereby, or any interest therein or any profits interest in the Company, (ii) granted any options, warrants, calls or any other rights to purchase or otherwise acquire any such Company Units, any such Company Interests, or any interest therein, to any other Person, or (iii) entered into any Contract with respect to any of the matters contemplated by clauses (i) or (ii). (c) Upon the Closing, in exchange for the consideration paid by the Acquiror pursuant to Section 1.2 hereof, Acquiror will receive good and marketable title to the Company Units set forth opposite the Seller’s name on Schedule 1 hereto, and the Company Interests represented thereby, free and clear of any and all Encumbrances, and the Seller will have no further interests therein or rights with respect thereto.
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Ownership of Company Units. As of the date hereof, other than 259,013 Class A Units owned by a Subsidiary of Parent, none of Parent or Merger Sub or their respective Subsidiaries, Affiliates or associates is a beneficial owner of any Company Units or has any rights to acquire any limited liability company interests of the Company (except pursuant to this Agreement).
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Ownership of Company Units. Holdings owns good and valid title to 100 Company Units free and clear of all Liens other than restrictions under applicable securities Laws and the Company’s limited liability company agreement. Other than the Company’s limited liability company agreement, such Company Units are not subject to any shareholders agreement, voting agreement, proxies, registration rights agreement or other similar agreements relating to the Company Units.
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Ownership of Company Units. (a) As of the Closing, Blocker will be the sole lawful record and beneficial owner of no more than 8.1% of the Company Units. (b) As of the Closing, Blocker will have good and valid title to all Company Units then held by it, and will deliver to Buyer at the Closing all such Company Units, in each case, free and clear of all Liens (other than Liens (i) arising under the Securities Act and applicable state securities Laws, or (ii) created or incurred by, or at the direction of, Buyer).
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Ownership of Company Units. After giving effect to the Restructuring and as of immediately prior to the Closing, such Blocker will have good, valid and marketable title to all Company Units then held by it, in each case, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities Laws).
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Ownership of Company Units. Such Seller has good title to, holds of record, and owns beneficially, the number of Company Units set forth opposite its name on Schedule 3.6, free and clear of any Liens (other than (a) the Liens set forth in Schedule 2.3(b), with respect to which duly executed releases will be delivered to Buyer at Closing pursuant to Section 2.3(b)(ix), (b) restrictions on transfer that may be imposed by state or federal securities Laws and (c) restrictions on transfer that are set forth in the Company LLC Agreement and that, as of Closing, will be waived pursuant to Section 6.9). The Company Units being acquired from such Seller constitute that percentage of the issued and outstanding membership interests in the Company set forth opposite such Seller’s name on Schedule 3.6.
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Ownership of Company Units. Except as set forth in Section 6.04 of the Disclosure Schedule, at the Closing Date, each of Resolute and HACI will hold and deliver to Buyer all of its respective Company Units, free and clear of all Encumbrances. Resolute and HACI are the sole owners of the Company and pursuant to this Agreement, on the Closing Date, Buyer will own all of the issued and outstanding Company Units. There are no Company Units in certificated form. Except for this Agreement, there are no existing options, warrants, calls, subscriptions or other rights, convertible securities, trusts or commitments of any character obligating Resolute or HACI to sell the Company or any portion thereof or limiting its ability to sell the Company Units to Buyer. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of the Company. There are no voting trusts, proxies or other agreements or understandings to which the Company or any Company Seller is a party or by which the Company or any Company Seller is bound with respect to the voting of any equity interests in the Company.
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Related to Ownership of Company Units

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

  • 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.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

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