Ownership of the Membership Interests. The Seller owns, directly or indirectly, beneficially and of record the Membership Interests. At Closing, the Seller shall transfer good and valid title to such Membership Interests, free and clear of all Liens (other than Liens arising under applicable securities Laws), and upon such delivery, the Buyer will be the sole and lawful owner, beneficially and of record, of such Membership Interests. Except as set forth in the Organizational Documents of the APT Entities and the Minority-Interest Entities, there are no voting agreements, voting trusts, shareholder agreements, proxies or other similar agreements or understandings with respect to such Membership Interests or which restrict or grant any right, preference or privilege with respect to the transfer of such Membership Interests. Except as set forth in the Target’s Organizational Documents, there are no outstanding contractual obligations of the Seller to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Target.
Ownership of the Membership Interests. (a) The Existing Member owns the Membership Interests beneficially and of record, free and clear of all Liens, other than as may be set forth in the Company’s Organizational Documents or those arising from restrictions on the sale of securities under applicable securities Laws. The Membership Interests held by the Existing Member constitute one hundred percent (100%) of the issued and outstanding Equity Interests of the Company. The consummation of the transactions contemplated by this Agreement will convey to the New Member good and valid title to the New Member Interests, free and clear of all Liens, except for those created by the New Member, contained in the Company’s Organizational Documents, or those arising from restrictions on the sale of securities under applicable securities Laws.
Ownership of the Membership Interests. AH LLC owns all of the AH LLC Membership Interests without Encumbrance thereon. There are no Contribution Agreement outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire the AH LLC Membership Interests or any other Equity Interests in the Venture or any of its subsidiaries, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such shares or Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation, or similar rights for which the Venture or any of its subsidiaries has any liability. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any Equity Interests of the Venture or any of its subsidiaries. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of AH LLC, the Venture or any of their respective subsidiaries may vote. Immediately following the Closing, the OP shall have ownership of the AH LLC Membership Interests, free and clear of all Encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement.
Ownership of the Membership Interests. Seller has good and valid title to all of the Membership Interests, all of which have been duly authorized and validly issued and are fully paid and nonassessable, and are owned beneficially and of record by Seller, free and clear of all Liens, except for any restrictions which may be created by operation of state or federal securities Laws. No Person other than Seller has any claim or interest in or to any of the Membership Interests. Upon consummation of the transactions contemplated by this Agreement and registration of the Membership Interests in the name of Buyer in the records of the Company, Seller, assuming Buyer shall have purchased the Membership Interests for value in good faith and without notice of any adverse claim, will transfer to Buyer all the issued and outstanding equity of the Company free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, the Membership Interests will be fully paid and nonassessable. There are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Membership Interests. Seller has not issued to any Person, other than a Holder, any equity interests in Seller (including any options, warrants or other securities or rights which are convertible into or exercisable for membership or other equity interests in Seller).
Ownership of the Membership Interests. The Seller hereby represents and warrants to the Purchaser that such Seller is the true and lawful registered holder and beneficial owner of the Membership Interests, all of which are free and clear of all Encumbrances. Upon consummation of the Acquisition, the Purchaser will receive good and valid title to the Membership Interests, free and clear of all Encumbrances. Other than the rights and obligations arising under this Agreement, none of the Membership Interests is subject to any rights of any other Person to acquire the same. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require it to sell, transfer, or otherwise dispose of the Membership Interests (other than pursuant to this Agreement) nor is it a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Membership Interests.
Ownership of the Membership Interests. Such Seller is the sole beneficial and record owner of the Membership Interests held by such Seller as set forth on Exhibit A. Such Seller has good and valid title to its Membership Interests, and such Membership Interests are free and clear of all Encumbrances. The transfer of its Membership Interests by such Seller to Buyer at the Closing will convey to Buyer good and valid title to all of such Seller’s Equity Interests in the Target Companies, free and clear of all Encumbrances.
Ownership of the Membership Interests. As of the Closing Date, Holdings owns beneficially all of the Membership Interests set forth opposite Holdings’ name on Schedule 4.03(a), free and clear of all Liens. No Seller is a party to any option, warrant, purchase right, or other Contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any equity interests of any member of the Company Group (other than this Agreement). At the Closing, Holdings shall transfer to Buyer good title to the Membership Interests, free and clear of any Liens or other restrictions on transfer or options, rights of first refusal or similar rights granted in favor of any third party.
Ownership of the Membership Interests. (a) Seller is the record and beneficial owner of the Membership Interests and has good and valid title to the Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. The Membership Interests constitute all of the issued and outstanding Equity Interests in the Company. The Company owns all of the issued and outstanding Equity Interests of Company Subsidiary and holds such Equity Interests free and clear of all Liens, other than Corporate Encumbrances. The consummation of the sale of the Membership Interests hereunder will convey to Buyer good and valid title to the Membership Interests, free and clear of all Liens, except for Corporate Encumbrances, and immediately following such sale to Buyer, Buyer will be the sole owner, beneficially and of record, of all of such Membership Interests, free and clear of all Liens, other than Corporate Encumbrances. (b) Seller is not a party to any agreements, arrangements or commitments obligating Seller to grant, deliver or sell, or cause to be granted, delivered or sold, the Membership Interests, by sale, lease, license or otherwise, other than this Agreement. (c) There are no voting trusts, proxies or other agreements or understandings to which Seller is bound with respect to the voting of the Membership Interests. Section 3.4
Ownership of the Membership Interests. The APFC Member owns all of the APFC Membership Interests without Encumbrance thereon. There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any of the APFC Membership Interests, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such APFC Membership Interests. There are no voting trusts, proxies or other agreements or understandings to which the APFC Member is party with respect to the voting of any Equity Interests of the Venture or any of its subsidiaries. Immediately following the Closing, and assuming the consent of AH LLC to the transfer of the APFC Membership Interests, the OP shall have ownership of the APFC Membership Interests, free and clear of all Encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement. Contribution Agreement
Ownership of the Membership Interests. The Membership Interests are owned beneficially and of record by SMP Holdings, free and clear of all Liens other than those arising under state or federal securities Laws or the applicable LLC Agreement. Immediately prior to Closing, the Membership Interests will be owned beneficially and of record by SMP Holdings, free and clear of all Liens other than those arising under state or federal securities Laws or the applicable LLC Agreement. The Membership Interests are duly authorized, validly issued, fully paid (to the extent required by each LLC Agreement) and, subject to the Laws of the State of Delaware, non-assessable (except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right or other similar right.
