Ownership of Membership Units Sample Clauses

Ownership of Membership Units. The parties named on the signature page to this Agreement have been admitted as Members, and own the Membership Units, as of the date of this Agreement, as are set forth on Schedule A hereto. The Members shall update Schedule A hereto from time to time to reflect any change in ownership of Membership Units, including any change permitted hereunder as a result of any transfer or issuance of Membership Units.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Ownership of Membership Units. Seller is the record and beneficial owner of the Membership Units. The Membership Units owned by Seller are duly authorized, fully-paid and nonassessable, and validly issued and outstanding. Seller owns and holds, and will on the Closing Date own, hold and transfer to Purchaser, good and valid title to the Membership Units, free and clear of all liens, encumbrances, pledges, options, proxies, voting trusts, voting agreements, charges and assessments of any kind whatsoever. Seller has full right and power to sell, assign, exchange, transfer and deliver the Membership Units owned by Seller to Purchaser, as provided in this Agreement.
Sample 1
Ownership of Membership Units. In the event a Member ceases to own beneficially Membership Units, such Member shall no longer be deemed a Member for any purpose hereunder; provided, however, such Member shall continue to be bound by provisions that survive pursuant to this Agreement, including, without limitation, Section 6.3 herein. No less frequently than as of the beginning of each Fiscal Year, the Company will prepare a new Schedule A and Schedule B setting forth each Member's Membership Units for such Fiscal Year.
Sample 1
Ownership of Membership Units. Each Seller has good and marketable title to all of its Membership Units, free and clear of all liens, claims, equities, encumbrances, and restrictions of every kind, and has full, complete and unrestricted legal right, power and authority to assign, transfer, sell, convey and deliver such Membership Units pursuant to this Agreement.
Sample 1
Ownership of Membership Units. Such Member owns the outstanding Membership Units in the Holding Company specified as owned by such Member on Schedule 4.2(c) hereto, free and clear of any Encumbrances whatsoever, other than those imposed by the Operating Agreement.
Sample 1
Ownership of Membership Units. (i) CSX Residual is the sole legal and beneficial owner of 54,000 Senior Preferred Units of the Company, which constitute its entire Membership Interest in the Company, and has good, valid and merchantable title to such Senior Preferred Units, free and clear of all mortgages, liens, pledges, restrictions, security interests, charges, preferential purchase rights and other encumbrances of any nature (“Liens”). CSX Residual has full authority to transfer complete and unencumbered title to such Senior Preferred Units to HLH pursuant to the terms of this Agreement. CSX Residual has not assigned any of its rights or interests under the Horizon LLC Agreement in respect of its status as a Member or holder of Units thereunder (“CSX-R Contract Rights”) to any third party and holds the CSX-R Contract Rights free and clear of all Liens. Except for this Agreement and the Horizon LLC Agreement, there are no contracts or agreements to which CSX Residual is a party which relate to any of said Senior Preferred Units or CSX-R Contract Rights.
Sample 1
Ownership of Membership Units. At Closing Hillandale Farms of Florida, Inc. will own _____ Membership Units and Hillandale Farms, Inc., at Closing, will own _______ Units of Membership of the Company. Each of the Hillandale Companies will be the true and lawful owner of their Membership Units as aforesaid and, as of Closing, each Hillandale Company will have full right and power of authority to sell, transfer, and deliver the Membership Units to Cal-Maine. No Member will at Closing have knowledge of any adverse claim affecting its Membership Units or the Membership Units owned by any other Member, and there are no notations of any adverse claim marked on the certificates for the Membership Units. At the Closing, and at the time of Subsequent Purchases, Cal-Maine will acquire the Membership Units free and clear of any security interest, mortgage, adverse claims, liens or encumbrances of any nature or description. There will be no equity interest in the Company other than the Membership Units and no provisions of the Articles of Incorporation or Bylaws of the Hillandale Companies or of any contract, trust agreement, mortgage indenture or other agreement or instruments to which the Hillandale Companies are a party or by which any of them are bound or to which the Hillandale Companies or any of their properties are subject, which requires the consent or authorization of any other person or entity as a condition precedent to the consummation of the transaction contemplated by this Agreement.
Sample 1
AutoNDA by SimpleDocs
Ownership of Membership Units. Sellers are the sole beneficial and record owner of, and has good and marketable title to, all of the Membership Units of the Company, free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws). Upon delivery to Buyer of the certificates, instruments or agreements, as applicable, representing Sellers’ Membership Units in the Company and payment for the Membership Units to Sellers at Closing as provided in this Agreement, Sellers will convey to Buyer good and valid title to such Membership Units of the Company, free and clear of all Liens (other than (i) restrictions on transfer generally included under applicable federal and state securities Laws and (ii) those created by Buyer). Since the date of its organization, the only issued and outstanding equity interests of the Sellers has been voting units with equal rights and preferences and the Sellers have not made any disproportionate distributions to any equity holder.
Sample 1

Related to Ownership of Membership Units

  • 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 Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • 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 Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

Time is Money Join Law Insider Premium to draft better contracts faster.