Ownership of Holdings. El Paso LLC owns 100% of the issued and outstanding limited liability company interests in Holdings; such limited liability company interests are duly authorized and validly issued in accordance with the Holdings Amended and Restated Limited Liability Company Agreement (the “Holdings LLC Agreement”) and are fully paid (to the extent required by the Holdings LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and El Paso LLC owns such limited liability company interests free and clear of all Liens, other than restrictions on transfers arising under applicable securities laws or the Holdings LLC Agreement.
Ownership of Holdings. Upon the occurrence of the Closing Date Acquisition, the Sponsor and its Controlled Affiliates will own, directly or indirectly, 100% of the Capital Stock of Holdings.
Ownership of Holdings. At the Closing Date and each Additional Closing Date, after giving effect to the Transactions, CEP Capital Partners, LLC, a Delaware limited liability company, Cxxxxxx Field and Cxxxxxx X. Xxxxxxxxxx, Xx. will own 100% of the limited liability company interests in Holdings; such limited liability company interests have been duly authorized and validly issued in accordance with the limited liability agreement of Holdings, respectively, and are fully paid (to the extent required under such limited liability company agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and CEP Capital Partners, LLC, Cxxxxxx Field and Cxxxxxx X. Xxxxxxxxxx, Xx. own their limited liability company interests free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”).
Ownership of Holdings. To the best knowledge of Holdings, Schedule 3.15 identifies each Person that, as of the Closing Date, beneficially or of record owns Equity Interests in Holdings representing 5% or more of the ordinary voting power or the equity value represented by all Equity Interests in Holdings outstanding as of the Closing Date. The total number of shares of capital stock of Holdings that are subject to options, warrants and other stock purchase rights outstanding as of the Closing Date does not exceed 20,000,000.
Ownership of Holdings. At each Delivery Date, El Paso LLC will own 100% of the issued and outstanding limited liability company interests in Holdings; such limited liability company interests will be duly authorized and validly issued in accordance with the Holdings LLC Agreement and fully paid (to the extent required by the Holdings LLC Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and El Paso LLC will own such limited liability company interests free and clear of all Liens.
Ownership of Holdings. The Parent owns beneficially and of record all of the outstanding capital stock, and other equity and voting interest in, Holdings free and clear of all Liens.
Ownership of Holdings. El Paso LLC owns 100% of the issued and outstanding member interests in Holdings; such limited liability company interests have been duly authorized and validly issued in accordance with the Holdings LLC Agreement and are fully paid (to the extent required by the Holdings LLC Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and El Paso LLC owns such member interests free and clear of all Liens (A) other than restrictions on transfer under the Holdings LLC Agreement or applicable securities laws, (B) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming El Paso LLC as a debtor is on file in the office of the Secretary of State of the State of Delaware or (C) otherwise known to such counsel without independent investigation, other than those created or arising under Section 18-607 of the Delaware LLC Act;
Ownership of Holdings. 62 SECTION 3.16. Project Documents, etc ......................................... 62 SECTION 3.17. Withholding and Other Taxes .................................... 62 SECTION 3.18. Ranking of Loans ............................................... 63 SECTION 3.19. Concessions .................................................... 63 SECTION 3.20.
Ownership of Holdings. At the time of purchase and each additional time of purchase, after giving effect to the Transactions, Western Gas will own all of the issued and outstanding membership interests in Holdings; such membership interests will be duly authorized and validly issued in accordance with the limited liability company agreement of Holdings, as in effect at each such time (the “Holdings LLC Agreement”), fully paid (to the extent required by the Holdings LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and Western Gas will own such membership interests free and clear of all Liens.
Ownership of Holdings. 62 SECTION 3.16.
