Ownership of the LLC Equity Interests. As of the Closing Date, the LLC Equity Interests held by the Merging Entity (i) have been, since the Merging Entity’s date of formation, and are the only assets owned by the Merging Entity other than its interests in the Splitter Partnership, Xxxxxx LLC, MissionPoint HA ES Development Corp. and MissionPoint ES Parallel Fund, L.P. and (ii) except for the Existing LLC Agreement, the Investor Rights Agreement, the Existing Registration Rights Agreement and the Splitter Partnership Agreement of Limited Partnership (collectively, the “Existing Agreements”) and the obligations pursuant to the Energysource Distribution, are owned free and clear of all Liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first refusal or first offer, proxies, levies, voting trusts or agreements, or other adverse claims or restrictions on title or transfer of any nature whatsoever. Except in connection with the Energysource Distribution that was completed in December 2012, the Merging Entity has not conducted since it was formed, does not currently conduct, and will not commence conducting, any business operations other than with respect to the continuing direct ownership of its LLC Equity Interests and consummating the transactions contemplated hereby, including the First Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Merger Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Merger Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
