Ownership of the Purchased Equity. Such Seller is the record and beneficial owner of the Purchased Equity set forth on Exhibit C opposite such Seller’s name, and such Seller has good and marketable title to such Purchased Equity, free and clear of any and all Liens, other than restrictions on transfer that may arise under applicable securities Laws. There are no outstanding or authorized options, warrants, call or other rights or agreements to which such Seller is a party requiring such Seller to sell or transfer the Purchased Equity to any Person other than as provided in this Agreement. Other than this Agreement and the Organizational Documents of the Companies, such Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of the Purchased Equity. At the Closing, such Seller’s respective Purchased Equity will be sold, transferred and conveyed to Buyer, subject to the terms of this Agreement and pursuant to the procedures set forth in this Agreement, free and clear of all Liens, other than restrictions under applicable securities Laws.
Ownership of the Purchased Equity. As of immediately prior to Closing, Seller is the sole record and beneficial owner of, free and clear of all Liens, and has good, valid and marketable title to, the Purchased Equity. Seller is not the subject of any bankruptcy, reorganization or similar Proceeding. Except for this Agreement and the Management Equity Purchase Agreement, (i) there are no outstanding Contracts or understandings between Seller and any other Person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Purchased Equity or any other security of the Company and (ii) neither Seller nor any Management Investor has any right whatsoever to receive or acquire any membership interests, ownership interests, transferable interests or other securities in the Company.
Ownership of the Purchased Equity. Seller is the sole record and beneficial owner of the Purchased Equity. The Taqua Share constitutes all of the Equity Securities of Taqua owned by Seller or any other Person, and the Santera Interest constitutes all of the Equity Securities of Santera owned by Seller or any other Person. Seller has good title to such Purchased Equity, free and clear of all Liens. There are no obligations, contingent or otherwise, of either Company to (i) repurchase, redeem or otherwise acquire any shares of capital stock or membership interest or other Equity Securities of such Company, as applicable, or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person. There are no outstanding share appreciation, phantom shares, profit participation or similar rights of any kind or character of either Company.
Ownership of the Purchased Equity. Schedule 3.5 sets forth the number of Units held of record by the Seller, which Units constitute all the outstanding Units of the Company. Except for restrictions (a) contained in the Company’s Operating Document, (b) under applicable federal, state and local securities laws or (c) as set forth on Schedule 3.5, the Seller has good and valid title to the Units, free and clear of all Encumbrances (other than Encumbrances arising under applicable securities laws and regulations). Except for the Company LLC Agreement or as set forth on Schedule 3.5, there are no Contracts to which the Seller is a party or by which the Seller is bound relating to the voting, issuance, purchase, redemption, registration, repurchase or transfer of any of the Units.
Ownership of the Purchased Equity. Upon consummation of the Contemplated Transactions, the Buyer Partners shall be the record and beneficial owner of the Purchased Equity, free and clear of any Lien and any other limitation or restriction. Except for the Purchased Equity, there are no outstanding (i) partnership or other equity interests in the Partnership, (ii) securities of the Partnership convertible into or exchangeable for partnership or other equity interests in the Partnership or (iii) options or other rights to acquire or other obligations of the Partnership to issue any partnership or other equity interests in the Partnership.
