Ownership of Equity Interests in Seller Sample Clauses

Ownership of Equity Interests in Seller. 4.4.1 The beneficial and record owners of the Equity Interests of Seller are set forth in Schedule 4.4.1. Such Persons have good, valid and marketable title to, and will, immediately prior to Initial Closing, be the sole beneficial and record owners of and have good, valid and marketable title to, all of the Equity Interests of Seller set forth opposite the respective names of the Xxxxxx Entities in Schedule 4.4.1. LBHI has all necessary corporate, company or other entity power to cause Seller to perform Seller’s obligations under the
Sample 1
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Ownership of Equity Interests in Seller. 4.4.1 The beneficial and record owners of the Equity Interests of Seller are set forth in Schedule 4.4.1. Such Persons have good, valid and marketable title to, and will, immediately prior to Initial Closing, be the sole beneficial and record owners of and have good, valid and marketable title to, all of the Equity Interests of Seller set forth opposite the respective names of the Xxxxxx Entities in Schedule 4.4.1. LBHI has all necessary corporate, company or other entity power to cause Seller to perform Seller’s obligations under the Transaction Documents. Except for the Equity Interests in Seller and the voting interests in Archstone Property Holdings LLC (which interests in Archstone Property Holdings LLC are owned or held by the Xxxxxx Entities set forth in Schedule 4.4.1), the Xxxxxx Entities do not directly own or hold any Equity Interests, voting interests or other interests in any Archstone Entity. 4.4.2 Other than pursuant to the terms and conditions of this Agreement, (a) each Xxxxxx Entity is not a party to any option, warrant, purchase right or other contract that could require (i) any Archstone Entity to issue any Equity Interest in such Archstone Entity to any Person other than an Archstone Entity, or (ii) Seller or any Archstone Entity to sell, transfer or otherwise dispose of the Transferred Assets or Transferred Subsidiary Assets, and (b) each Xxxxxx Entity is not a party to any voting trust, agreement, proxy or other Contract with respect to the voting of any Equity Interest in Seller or with respect to the Transferred Interests or any other Equity Interests in any Archstone Entity other than the Voting Agreement.
Sample 1

Related to Ownership of Equity Interests in Seller

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • 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 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.

  • 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 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 THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • 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 Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

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