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 Membership Interests. (a) The Seller owns all of the outstanding membership interests of the Subsidiary free and clear of all liens, encumbrances, security interests, pledges, conditional or installment sale agreements, mortgages, charges and/or any other claim of third parties of any kind (collectively “Liens”). The Membership Interests and the Additional Membership Interests being purchased by the Buyer for the Purchase Price and Additional Purchase Price will collectively constitute 60% of the issued and outstanding membership interests in the Subsidiary immediately after closing. The remaining 40% of the issued and outstanding membership interests (the “Remaining Membership Interests”) shall continue to be owned by the Seller immediately after consummation of the transactions contemplated by this Agreement, subject to the terms of the Merger Agreement described in Section 6.3(g) and the Deposit Agreement described in Section 6.2(j). All of the membership interests of the Subsidiary have been, and will be at the Closing, duly authorized, validly issued and outstanding, fully paid and non-assessable. Neither the Seller nor the Subsidiary has granted, issued or agreed to grant or issue and/or will grant, issue or agree to grant or issue any other equity interest in the Subsidiary (except the Additional Membership Interests) and/or the Seller and there are no, nor will there be at the Closing, outstanding options, warrants, subscription rights, securities that are convertible into or exchangeable for, or any other commitments of any character relating to, any equity interest in the Subsidiary and/or the Seller (collectively “Equity Rights”). No membership interests in the Subsidiary and/or any capital stock or equity interests in the Seller are, or will be at the Closing, subject to any right of first refusal, preemptive, subscription or other similar right under any provision of applicable law or any agreement (collectively “Preemptive Rights”). There are no voting restrictions or restrictions on transfer of the Membership Interests, the Remaining Membership Interests, the Additional Membership Interests and/or capital stock or equity interests in the Seller (collectively “Restrictions”) except as set forth on Schedule 2.2.
(b) There are no obligations, contingent or otherwise, of the Subsidiary to repurchase, redeem or otherwise acquire any of the Membership Interests, the Additional Membership Interests and/or the Remaining Membership Interests or to make any investment (in ...
Ownership of Membership Interests. Seller is the record and beneficial owner of all of the Membership Interests, and those Membership Interests are owned by Seller free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement all of the Membership Interests, free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements.
Ownership of Membership Interests. The Members are the sole record and beneficial owners of the Membership Interests, all of which Membership Interests are owned free and clear of all Liens, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Members to sell or transfer to any third person any of the Membership Interests owned by the Members, or any interest therein. The Members have full power and authority to exchange, transfer and deliver to Buyer the Membership Interests.
Ownership of Membership Interests. Such Seller is the direct record and beneficial owner of the Membership Interests set forth on Section 3.01 of the Disclosure Schedules as being owned by such Seller (such Membership Interests, with respect to such Seller, the “Seller Membership Interests”) and has good and valid title to such Seller Membership Interests, free and clear of all Encumbrances except as are imposed by applicable securities Laws, and such Seller has full right, power and authority to transfer and deliver to the Buyer valid title to such Seller’s Seller Membership Interests, free and clear of all Encumbrances except as are imposed by applicable securities Laws.
Ownership of Membership Interests. The Members are the sole owners of all membership interests in Daily Engage in the amounts set forth on Schedule A. The Membership Interests have been duly authorized, are duly and validly issued, fully paid, and nonassessable, and are free of any Lien, encumbrance or restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. There is no outstanding security of any kind convertible into or exchangeable for membership interests or equity ownership interest in Daily Engage.
Ownership of Membership Interests. The delivery of certificates to BUYER and the full payment to SELLER will result in BUYER'S immediate acquisition of record and beneficial ownership of the Membership Interests, free and clear of all Encumbrances. There are no outstanding options, rights, conversion rights, agreements or commitments of any kind relating to the issuance, sale or transfer of any Equity Securities or other securities of SELLER.
Ownership of Membership Interests. All of the issued and outstanding membership interests of such Issuer are owned by (i) RTAC, in the case of USF, or (ii) USF, in the case of each other Issuer, in each case all of which membership interests have been validly issued, are fully paid and non-assessable and are owned beneficially and of record by (x) RTAC, in the case of USF, or (y) USF, in the case of each other Issuer and, in each case, are owned free and clear of all Liens (other than Permitted Liens). USF has no subsidiaries other than (i) the Box Truck SPVs and (ii) any Permitted Note Issuance SPVs.
Ownership of Membership Interests. (a) Blue Phoenix is the sole legal, beneficial, record and equitable owner of the Blue Phoenix Membership Interest, free and clear of all Encumbrances whatsoever.
(b) Pacific is the sole legal, beneficial, record and equitable owner of the Pacific Membership Interest, free and clear of all Encumbrances whatsoever.
(c) The Membership Interests constitute 83.34% of the issued and outstanding debt and/or equity securities of the Company.
(d) The Membership Interests were issued in compliance with applicable laws. The Membership Interests were not issued in violation of the organizational documents of the Company or any other agreement, arrangement or commitment to which any of the Sellers or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person.
(e) Other than the organizational documents of the Company, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests.
Ownership of Membership Interests. Seller legally and beneficially owns all of the Membership Interests, free and clear of any Liens, except for those Liens created by the terms of this Agreement.
