Ownership of LLC Interests. Seller has the sole and unrestricted right to sell and/or transfer the LLC Interests. Upon transfer of the LLC Interests from Seller to Buyer, Buyer will have good and marketable title to the LLC Interests, free and clear of any and all liens or claims.
Ownership of LLC Interests. The LLC Interests shown as owned by each Stockholder and Management Corporation, respectively, in the records set forth in Schedule 3.3(c) hereof constitute all the interests in the LLC or rights to purchase interests in the LLC which are held by such Person, directly or indirectly.
Ownership of LLC Interests. After giving effect to the Conversion and the Closing, such Partner will be the record and beneficial owner of an interest in the LLC, free and clear of any Claims other than restrictions imposed pursuant to the LLC Agreement, in an amount set forth opposite his name in Schedule 1.1. Such interest will constitute all the interests in the LLC or rights in connection with interests in the LLC which are then held by such Person, directly or indirectly.
Ownership of LLC Interests. Sellers are the record and beneficial owners of the LLC Interests and own good, valid and marketable title to the LLC Interests, free and clear of all Encumbrances. Upon the transfer of the LLC Interests by Sellers to Buyer in the manner contemplated under Article II, Buyer will acquire good, valid and marketable beneficial and legal title to the LLC Interests, free and clear of all Encumbrances, other than (y) state and Federal securities laws and (z) the terms and conditions of the Company’s limited liability company agreement, a true, complete and correct copy of which is attached hereto as Exhibit 3.4.
Ownership of LLC Interests. Seller is, and at the Closing shall be, the sole owner, beneficially and of record, of the LLC Interests, free and clear of all claims, liens, encumbrances, security interests, pledges, options, charges, restrictions, or defects in title of any nature whatsoever (collectively, "Encumbrance"), other than restrictions imposed by federal and applicable state securities laws which do not constitute an impediment to the transfer described in this Agreement. The LLC Interests constitute, and on consummation of the sale and transfer of the LLC Interests to Purchaser shall constitute, one hundred percent (100%) of the issued and outstanding LLC Interests of the Company. Seller has not, and as of the Closing shall not have, granted, or sold, and Seller is not, and at the time of Closing will not be, a party to any agreement, commitment, or understanding, written or oral, providing for the grant or sale of or rights to purchase or restricting the transfer of, and is not and at the Closing will not be, obligated to sell or otherwise transfer, any of the LLC Interests to any person or entity except to Purchaser. Seller has not, in the past five (5) years, purchased or otherwise acquired, and will not be acquiring between the date hereof and the Closing, any LLC Interests of the Company or any equity interest in any subsidiary of the Company from any other person or entity. Upon Closing, subject to Purchaser's satisfaction of its obligations under this Agreement, Seller shall deliver the LLC Interests to Purchaser and Purchaser will obtain good and marketable title to the LLC Interests free and clear of any liens and Encumbrances.
Ownership of LLC Interests. Seller is the record owner of and has good and valid title to the LLC Interests, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the LLC Interests free and clear of all Encumbrances.
Ownership of LLC Interests. Founder is the lawful record owner of all the LLC Interests which are set forth opposite his name on Exhibit B hereto, which LLC Interests shall be free and clear of all Encumbrances as of the Closing Date, other than Permitted Encumbrances and those arising under applicable federal, state and local securities laws.
Ownership of LLC Interests. He or she is the lawful record owner of all the LLC Interests which are set forth opposite such Seller’s name in Exhibit B hereto, which LLC Interests shall be free and clear of all Encumbrances as of the Closing Date, other than Permitted Encumbrances and those arising under applicable federal, state and local securities laws.
Ownership of LLC Interests. Prior to Closing, Medicis will own 100% of the LLC interests. Prior to Closing, no person will hold any membership interest or any right to receive any income, profits, distributions or assets of the LLC, other than Medicis. None of the LLC Interests were issued in violation of any preemptive or similar rights.
Ownership of LLC Interests. At the Closing, the LLC Interests will be transferred and assigned by Seller to Buyer free and clear of all Encumbrances, other than (i) restrictions on transfer imposed by federal or state securities Laws and (ii) restrictions, if any, contained in the organizational documents of the Company in effect as of the date hereof.
