Ownership of Shares and Interests. (a) The recitals clauses of this Agreement set forth the authorized, issued and outstanding capital stock of General Partner. Each Shareholder signatory hereto, and only with respect to itself, represents and warrants that it is the sole record and beneficial owner of that number of shares of the capital stock of General Partner set forth on SCHEDULE 4.2(A) hereto, in each case free and clear of any and all Liens (all of such issued and outstanding shares collectively are referred to herein as the "SHARES"). All the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding securities convertible into the shares of, or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or to the knowledge of General Partner, Shareholders or Limited Partners, any Actions relating to, the capital stock of General Partner. None of the Shares has been issued, offered, sold, registered or recorded in violation of the preemptive or other rights of any past or present shareholder of General Partner or any other Person. General Partner does not have any interest, direct or indirect, or any commitment to purchase or otherwise acquire any shares or other equity interests, direct or indirect, in, or to make any loans to or other investments in, any other Person. There are no outstanding contracts, demands, commitments, or other agreements or arrangements under which any Shareholder is or may become obligated to sell, transfer or assign any of the Shares.
Ownership of Shares and Interests. Such Member is the record and Beneficial Owner of the number of Shares and the Interest as set forth opposite such Member's name and signature on the signature pages hereof. Such Shares and Interest, together with the Shares and Interests set forth opposite each other Member's name and signature on the signature pages hereof, represent the requisite number of shares of the Company's capital stock and percentage of Seller's membership interests required to approve and/or cause Seller to approve the Merger, the Merger Agreement, the transactions contemplated by the Merger Agreement and any actions required in furtherance hereof and thereof, and otherwise to act and cause Seller and the Company to act as provided in Section 1 above. On the Effective Date, the number of Shares and the Interest set forth opposite such Member's name and signature on the signature pages hereof constitute all of the shares of the Company's capital stock and the entire membership interest in Seller owned of record or Beneficially Owned by such Member or as to which such Member has voting power by proxy, voting agreement, voting trust or other similar instrument. Such Member has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 of this Agreement, sole power of disposition, sole power of conversion, sole power to demand dissenters' rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and the entire Interest as set forth opposite such Member's name and signature on the signature pages hereof.
Ownership of Shares and Interests. Such Stockholder is the record and Beneficial Owner of the number of Shares and Interests as set forth opposite such Stockholder's name and signature on the signature pages hereof. Such Shares and Interests, together with the number of Shares and Interests set forth opposite each other Stockholder's name and signature on the signature pages hereof, represent the requisite number of shares and percentage of membership interests required to approve the Merger, the Merger Agreement, the transactions contemplated by the Merger Agreement and any actions required in furtherance hereof and thereof. On the Effective Date, the Shares set forth opposite such Stockholder's name and signature on the signature pages hereof constitute all of the Shares owned of record or Beneficially Owned by such Stockholder or as to which such Stockholder has voting power by proxy, voting agreement, voting trust or other similar instrument and the Interests set forth opposite such Stockholder's name and signature on the signature pages hereof constitute all of the Interests to be Beneficially Owned by such Stockholder upon completion of the Exchange. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 of this Agreement, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and Interests as set forth opposite such Stockholder's name and signature on the signature pages hereof, with no limitations, qualifications or restrictions on such rights.
Ownership of Shares and Interests. 4.5.1 The Counsel Entities own all of the outstanding shares of Stadtlander Common Stock beneficially and of record. At the Closinx, xxx Xxxnsel Entities will own all of the membership and any other equity interests in Opco and Licensco (collectively, the "Interests") free and clear of any security interests, liens, encumbrances, claims or restrictions of any kind. There are no voting trust arrangements, shareholder agreements or other agreements (i) granting to any Person any option, warrant or right of first refusal with respect to any shares of Stadtlander Common Stock or with respect to any Interests, (ii) restrxxxxxx xxx right of the Counsel Entities to sell the Interests to the Purchaser, the Purchaser Operating Subsidiary and the Purchaser Licensing Subsidiary or (iii) restricting any other right of the Counsel Entities with respect to any shares of Stadtlander Common Stock or with respect to the Interests. The Counsex Xxxxxxxx have the absolute and unrestricted right, power and capacity to sell, assign and transfer the Interests to the Purchaser, the Purchaser Operating Subsidiary and the Purchaser Licensing Subsidiary free and clear of any security interests, liens, encumbrances, claims or restrictions of any kind (except for restrictions imposed generally by applicable securities laws). Upon delivery to the Purchaser, the Purchaser Operating Subsidiary and the Purchaser Licensing Subsidiary of the LLC Assignments referred to in Section 2.1 at the Closing in exchange for the consideration to be delivered by the Purchaser at the Closing, the Purchaser, the Purchaser Operating Subsidiary and the Purchaser Licensing Subsidiary will acquire good, valid and marketable title to the Interests, free and clear of any Encumbrances of any kind (except for restrictions created by the Purchaser and restrictions imposed generally by applicable securities laws).
Ownership of Shares and Interests. Such Owner is (or will, prior to the Effective Time (as defined in the Merger Agreement), be) the Beneficial Owner of the number of Shares and/or the percentage Interest, as applicable, set forth opposite such Owner's name on Schedule I hereto free and clear of all liens, claims and encumbrances, and on the date hereof, such Shares and/or Interests constitute all of the Shares and/or Interests Beneficially Owned by such Owners. Such Owner has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and/or Interests set forth opposite such Owner's name on Schedule I hereto, with no limitation, qualification or restriction on such rights or agreement to exercise those rights in a certain manner or as directed by any other Person, except as indicated on Schedule I.
Ownership of Shares and Interests. Except as set forth in the Organizational Documents (in the case of each Seller which is a trust), as of the date hereof, such Seller is, and will be until the Contribution, the sole beneficial and record owner of, and has, and will have until the Contribution, good and marketable title to, all of such Seller’s Shares identified in Section 4.2(a) of the Disclosure Letter (as to each Seller, respectively, “Seller’s Respective Shares”), free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws). As of the Closing, Hxxxxx will be the sole beneficial and record owner of, and have good and marketable title to, all of the Interests. Upon payment for the Interests at Closing as provided in this Agreement, Holdco will convey to Buyer good and valid title to the Interests, 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).
