Common use of Ownership of Membership Interests Clause in Contracts

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 the form of a loan, capital contribution or otherwise) in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively “Person”). The Subsidiary does not own or control any equity security or other interest of any other Person. The Subsidiary is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Subsidiary has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person. There are no outstanding membership interests held in the Subsidiary’s treasury. (c) Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own the Membership Interests and the Additional Membership Interests free and clear of all Liens, Equity Rights, Preemptive Rights and/or Restrictions. Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own 60% of the outstanding membership interests of the Subsidiary. (d) On the Effective Date, and on the Closing Date, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx own, and will own, 100% of the issued and outstanding shares of the capital stock and equity interests of the Seller in the respective amounts set forth on Schedule 2.2(d).

Ownership of Membership Interests. (a) The Seller owns Sellers own all of the outstanding membership interests of the Subsidiary Company (the “Membership Interests”) in the respective amounts set forth on Schedule 1, 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 60100% of the issued and outstanding membership interests in the Subsidiary immediately after closingCompany. The remaining 40% of the issued and outstanding membership interests (the “Remaining Membership Interests”) shall continue After giving effect to be owned by the Seller immediately after consummation of the transactions contemplated by this Agreement, subject to the terms Xxxxx will own 100% of the Merger Agreement described in Section 6.3(g) and the Deposit Agreement described in Section 6.2(j)Membership Interests. All of the membership interests of the Subsidiary Membership Interests have been, and will be at the Closing, duly authorized, validly issued and outstanding, fully paid and non-assessable. Neither None of the Seller nor the Subsidiary Sellers 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 Company 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 Company (collectively “Equity Rights”). No membership interests in the Subsidiary and/or any capital stock or equity interests in the Seller Membership Interests 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 Company 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 the form of a loan, capital contribution or otherwise) in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively “Person”). The Subsidiary Company does not own or control any equity security or other interest of any other Person. The Subsidiary Company is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Subsidiary Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person. There are no outstanding membership interests held in the Subsidiary’s treasury. (c) Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own the Membership Interests and the Additional Membership Interests free and clear of all Liens, Equity Rights, Preemptive Rights and/or Restrictions. Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own 60% of the outstanding membership interests of the Subsidiaryexcept any made by Buyer. (d) On the Effective Date, and on the Closing Date, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx own, and will own, 100% of the issued and outstanding shares of the capital stock and equity interests of the Seller in the respective amounts set forth on Schedule 2.2(d).

Ownership of Membership Interests. (a) The Seller owns Membership Interests represent all of the authorized, issued and outstanding membership interests interests, of any kind, in the LLC. Seller is the sole record holder of the Subsidiary Membership Interests and has sole legal and beneficial ownership of, and good and marketable title to, the Membership Interests. All of the Membership Interests were validly issued to Seller and none of the Membership Interests was issued to Seller in violation of any U.S. federal or state securities law. All of the Membership Interests are free and clear of all any claims, liens, encumbrancespledges, options, security interests, pledgestrusts, conditional encumbrances or installment sale agreementsother rights or interests of any person or entity and there is no security, mortgagesoption, charges and/or any other warrant, right (including, without limitation, preemptive rights), put, call, subscription agreement, commitment, understanding or claim of third parties any nature whatsoever, fixed or contingent, to which either PSC, Seller, or the LLC is a party or by which PSC, Seller or the LLC is bound that directly or indirectly (a) calls for the issuance, sale, pledge, delivery or other disposition 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% LLC or any securities convertible into, or other rights to acquire, any interests in the LLC, (b) relates to the voting or control of any interests in the LLC, or (c) obligates PSC, Seller, the LLC or any of their respective Affiliates to grant, offer or enter into any of the issued foregoing. Seller has the absolute and outstanding membership interests (unrestricted legal right, power, authority and capacity to transfer the “Remaining Membership Interests”) shall continue Interests to be owned by Buyer. Upon the Seller immediately after consummation completion of the transactions contemplated by this Agreement, subject to Buyer will become the terms sole record holder of the Merger Agreement described in Section 6.3(g) Membership Interests and the Deposit Agreement described in Section 6.2(j). All acquire from Seller sole legal and beneficial ownership of the membership interests of the Subsidiary have beenall rights with respect to, and will be at the Closing, duly authorized, validly issued good 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 marketable title 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 the form of a loan, capital contribution or otherwise) in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively “Person”). The Subsidiary does not own or control any equity security or other interest of any other Person. The Subsidiary is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Subsidiary has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person. There are no outstanding membership interests held in the Subsidiary’s treasury. (c) Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own the Membership Interests and the Additional Membership Interests free and clear of all Liensany claims, Equity Rightsliens, Preemptive Rights and/or Restrictions. Upon consummation of the transactions contemplated hereby at the Closingpledges, the Buyer will own 60% of the outstanding membership options, security interests, trusts, encumbrances or other rights or interests of the Subsidiaryany person or entity. The Membership Interests will be free of any restrictions on transfer, other than restrictions on transfer under any applicable federal or state securities law. (d) On the Effective Date, and on the Closing Date, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx own, and will own, 100% of the issued and outstanding shares of the capital stock and equity interests of the Seller in the respective amounts set forth on Schedule 2.2(d).

Ownership of Membership Interests. (a) The Seller owns all of is the outstanding membership interests of the Subsidiary free sole record 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 beneficial owner of the Membership InterestsInterests and, 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 pursuant 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 the form of a loan, capital contribution or otherwise) in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively “Person”). The Subsidiary does not own or control any equity security or other interest of any other Person. The Subsidiary is not a party to any agreement (i) requiring it to acquire any applicable securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Subsidiary has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person. There are no outstanding membership interests held in the Subsidiary’s treasury. (c) Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own the Membership Interests Laws and the Additional respective Operating Agreements, holds such Membership Interests free and clear of all Liens, Equity Rightsincluding, Preemptive Rights and/or Restrictions. Upon without limitation, any restrictions on sale, transfer or voting, preemptive rights, options or other rights to purchase, and upon the consummation of the transactions sale of such Membership Interests to the Purchaser as contemplated hereby at the Closinghereby, the Buyer Purchaser will own 60% have good title to such Membership Interests, free and clear of any Lien or restriction on sale, transfer or voting, preemptive right, option or other right to purchase, other than Liens or restrictions created by the outstanding membership interests of Purchaser, imposed by applicable securities Laws or as set forth in the Subsidiary. (d) On respective Operating Agreements. Other than this Agreement and the Effective DateOperating Agreements, and on the Closing Date, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx own, and will own, 100% of the issued and outstanding shares of the capital stock and equity interests none of the Seller or any of its Affiliates or any of their predecessors has granted any options, calls or other rights that remain outstanding, nor is Seller or any of its Affiliates or any of their predecessors party to any agreements, arrangements or commitments that have not been terminated, in each case, relating to such Membership Interests obligating the respective amounts sale of any of such Membership Interests or any interest therein. Except as set forth on Schedule 2.2(d)4.1 hereto, other than such Membership Interests and except as provided in this Agreement, none of the Seller or any of its Affiliates or any of their predecessors owns, of record or beneficially, any other notes, equity, warrants or other securities or any rights to purchase or otherwise acquire any securities of the Company Parties or any interest therein. Other than the Operating Agreements, none of Seller or any of its Affiliates or any of their predecessors is party to any voting trusts, proxies, member agreements or other agreements with respect to any Membership Interests.

Ownership of Membership Interests. (a) The Seller owns Sellers own all of the outstanding membership interests of the Subsidiary Company (the “Membership Interests”) in the respective amounts set forth on Schedule 3.2, 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 60100% of the issued and outstanding membership interests in the Subsidiary immediately after closingCompany. The remaining 40% of the issued and outstanding membership interests (the “Remaining Membership Interests”) shall continue After giving effect to be owned by the Seller immediately after consummation of the transactions contemplated by this Agreement, subject to the terms Buyer will own 100% of the Merger Agreement described in Section 6.3(g) and the Deposit Agreement described in Section 6.2(j)Membership Interests. All of the membership interests of the Subsidiary Membership Interests have been, and will be at the Closing, duly authorized, validly issued and outstanding, fully paid and non-assessable. Neither None of the Seller nor the Subsidiary Sellers 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 Company 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 Company (collectively “Equity Rights”). No membership interests in the Subsidiary and/or any capital stock or equity interests in the Seller Except as set forth on Schedule 3.2, no Membership Interests 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 2.23.2. (b) There are no obligations, contingent or otherwise, of the Subsidiary Company 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 the form of a loan, capital contribution or otherwise) in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively “Person”). The Subsidiary Company does not own or control any equity security or other interest of any other Person. The Subsidiary Company is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Subsidiary Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person. There are no outstanding membership interests held in the Subsidiary’s treasury. (c) Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own the Membership Interests and the Additional Membership Interests free and clear of all Liens, Equity Rights, Preemptive Rights and/or Restrictions. Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own 60% of the outstanding membership interests of the Subsidiaryexcept any made by Buyer. (d) On the Effective Date, and on the Closing Date, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx own, and will own, 100% of the issued and outstanding shares of the capital stock and equity interests of the Seller in the respective amounts set forth on Schedule 2.2(d).

Ownership of Membership Interests. (a) The Seller owns all Selling Members are the only record holders of the outstanding membership interests Membership Interests and each Selling Member has sole legal and beneficial ownership of, and good, valid and marketable title to, the Membership Interests held by him, her or it, as set forth on Section 2.5(a) of the Subsidiary Company Disclosure Schedule. All of the Membership Interests were validly issued to the Selling Members and none of the Membership Interests were issued to any Selling Member in violation of any U.S. federal, state or foreign securities law. All of the Membership Interests are owned by the Selling Members free and clear of all liensany Encumbrance and there is no security, encumbrancesoption, security interestswarrant, pledgesright (including, conditional without limitation, preemptive rights), put, call, subscription agreement, commitment, understanding or installment sale agreements, mortgages, charges and/or any other claim of third parties any nature whatsoever, fixed or contingent, to which any Selling Member, the Company or any of its **CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX, INC.** subsidiaries is a party or by which any Selling Member, the Company or any of its subsidiaries is bound that directly or indirectly (i) calls for the issuance, sale, pledge, delivery or other disposition 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% Company or any securities convertible into or exercisable or exchangeable for securities of, or membership interests in, the Company, (ii) relates to the voting or control of any interests in the Company, or (iii) obligates any Selling Member, the Company, any of its subsidiaries or any of their respective Affiliates to grant, offer or enter into any of the issued foregoing. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or by which it is bound relating to the voting or registration of any shares of capital stock of the Company. Each Selling Member has the absolute and outstanding membership interests (unrestricted right, power, authority and capacity to transfer the “Remaining Membership Interests”) shall continue Interests held by him, her or it to be owned by Buyer and, upon the Seller immediately after consummation completion of the transactions contemplated by this Agreement, subject to Buyer will become the terms sole record holder of the Merger Agreement described in Section 6.3(g) Membership Interests and acquire from the Deposit Agreement described in Section 6.2(j). All of the membership interests of the Subsidiary have beenSelling Members sole legal and beneficial ownership of, and will be at the Closinggood, duly authorized, validly issued valid 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 marketable title 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 the form of a loan, capital contribution or otherwise) in any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind (collectively “Person”). The Subsidiary does not own or control any equity security or other interest of any other Person. The Subsidiary is not a party to any agreement (i) requiring it to acquire any securities or ownership interests in any Person; and/or (ii) requiring it to make any investment in and/or to fund in any manner any Person. Since its inception, the Subsidiary has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any Person. There are no outstanding membership interests held in the Subsidiary’s treasury. (c) Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own the Membership Interests and the Additional Membership Interests free and clear of all Liens, Equity Rights, Preemptive Rights and/or Restrictions. Upon consummation of the transactions contemplated hereby at the Closing, the Buyer will own 60% of the outstanding membership interests of the Subsidiaryany Encumbrance. (d) On the Effective Date, and on the Closing Date, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx own, and will own, 100% of the issued and outstanding shares of the capital stock and equity interests of the Seller in the respective amounts set forth on Schedule 2.2(d).