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. 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. (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.
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Ownership of Company Units. Holdings owns good and valid title to 100 Company Common 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 Common Units are not subject to any shareholders agreement, voting agreement, proxies, registration rights agreement or other similar agreements relating to the Company Common Units.
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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. Such Company Seller holds of record and owns beneficially the Company Units set forth opposite such Company Seller’s name on Schedule 3.2(a). The Company Units set forth opposite such Company Seller’s name on Schedule 3.2(a) represent all the issued and outstanding equity interests of the Company held by such Company Seller, and such Company Seller has good and valid title to such Company Units free and clear of any Liens and restrictions on transfer, other than any restrictions under the Securities Act of 1933, as amended, and applicable state securities laws and as set forth in the Company Operating Agreement and any applicable award agreement in respect of Class B Units of the Company and is the sole beneficial and record owner thereof. No Person other than such Company Seller has any ownership or other rights of any kind in or with respect to or based upon such Company Units. Except pursuant to this Agreement or as set forth in the Company Operating Agreement and any applicable award agreement in respect of Class B Units of the Company, there is no contractual obligation pursuant to which such Company Seller has, directly or indirectly, granted any option, warrant, call, pledge, put or other right providing for the disposition, acquisition or transfer of such Company Units (including rights of first refusal, rights of first negotiation, rights of first offer or similar rights) to any Person to acquire or vote such Company Units or other equity interests in the Company. Except pursuant to this Agreement, as set forth in the Company Operating Agreement and any applicable award agreement in respect of Class B Units of the Company or as set forth on Schedule 3.2(a), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Company Units held by such Company Seller. If such Company Seller holds Class B Units of the Company, (a) the Company Operating Agreement and the award agreement in respect of such Class B Units permit the sale of such Class B Units by such Company Seller in the manner contemplated by this Agreement and (b) effective as of the Closing, such Class B Units and all award agreements related thereto shall cease to be outstanding and none of Buyer or any of its Affiliates shall have any obligations in respect thereof, other than the payment of the amounts contemplated by ARTICLE II and, if applicable, ARTICLE X.
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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. 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 Affiliates owns any capital stock or other securities of the Company.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Units As of the date hereof, Holder has beneficial ownership over the type and number of the Units set forth under Holder’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Holder. Except for the Units set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity 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 Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

  • 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 Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • 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.

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