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.
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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.
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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.
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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. (ii) CSX Domestic is the sole legal and beneficial owner of 6,000 Senior Preferred Units of the Company and 100 Common Units of the Company, which together constitute its entire Membership Interest in the Company, and has good, valid and merchantable title to such Senior Preferred Units and such Common Units, free and clear of all Liens. CSX Domestic has full authority to transfer complete and unencumbered title to such Senior Preferred Units and Common Units to HLPR pursuant to the terms of this Agreement. CSX Domestic 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-D Contract Rights”) to any third party and holds the CSX-D 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 Domestic is a party which relate to any of said Senior Preferred Units or Common Units or any of the CSX-R Contract Rights.
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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.
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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.
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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
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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.
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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.

  • 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 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 Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • 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.

  • 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.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

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