Ownership of Interests; Title Sample Clauses

Ownership of Interests; Title. The Shareholder is the owner of record and beneficially of all of the Shares reflected on Schedule 5.2 and the Shareholder has, and shall at the Closing, good, valid and marketable title to the Shares, free and clear of any and all Liens.
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Ownership of Interests; Title. Such Seller is the sole record and beneficial owner of that portion of the Blocker Shares or Company Units, as applicable, set forth opposite such Seller’s name on Section 6.2 of the Disclosure Schedules and holds such Blocker Shares and Company Units, free and clear of Liens (other than restrictions on the transfer of securities arising pursuant to applicable securities Laws or Liens created by Buyer (if any)). There is no outstanding right, option, warrant, convertible security, purchase or subscription right, conversion right, exchange right or other contract or commitment (other than this Agreement and the Fundamental Documents of each Target Company) that could require such Seller to issue, sell, transfer or otherwise dispose of any portion of the Blocker Shares or Company Units set forth opposite such Seller’s name on Section 6.2 of the Disclosure Schedules. Upon delivery to Buyer of such Blocker Shares or the Company Units, as applicable, at the Closing, Buyer shall acquire good, valid and marketable title to such Blocker Shares or Company Units, as applicable, free and clear of any Lien other than Liens created by Buyer or restrictions under the federal and state securities laws.
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Ownership of Interests; Title. Interest Holder is the owner of record and beneficially of all of the Interests reflected on Schedule 3.1 and Interest Holder has, and shall transfer to Buyer at the Closing, good, valid and marketable title to such Interests, free and clear of any and all Liens.
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Ownership of Interests; Title. Seller is the owner of record and beneficially of all of the outstanding Interests in the Company as set forth opposite its name on Exhibit B-1. Seller has, and shall transfer to Buyer at the Closing, good and valid title to such Interests, free and clear of any Liens. Other than the Interests, Seller owns no Interests or units of equity interest in the Company and no right of any kind to have any such Interests or units of equity interest issued.
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Ownership of Interests; Title. Except as set forth on Schedule 3.1, each Interest/Share Holder is the owner of record and beneficially of all of the Shares and Membership Interests reflected on Schedule 3.1.
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Related to Ownership of Interests; Title

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • 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 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 Notes (a) A Note may be transferred by the Note Holder to any person in accordance with this agreement.

  • Ownership of Buyer Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

  • 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 Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

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