Ownership of the Unit Consideration and Subsidiaries Sample Clauses

Ownership of the Unit Consideration and Subsidiaries. (a) SEP GP LP is the record and beneficial owner of, and has good and valid title to, the Common Units and General Partner Units that comprise the Unit Consideration, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of SEP or applicable securities Laws, or resulting from actions of SEP or any of its Affiliates). Immediately prior to Closing, DCP Sand Holding will be the record and beneficial owner of, and have good and valid title to, the Common Units and General Partner Units that comprise the Sand Unit Consideration, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of SEP or applicable securities Laws, or resulting from actions of SEP or any of its Affiliates). Immediately prior to Closing, DCP Southern Holding will be the record and beneficial owner of, and have good and valid title to, the Common Units and General Partner Units that comprise the Southern Unit Consideration, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of SEP or applicable securities Laws, or resulting from actions of SEP or any of its Affiliates). Immediately following Closing, SE Sand Holding will acquire good and valid title to the Common Units and General Partner Units that comprise the Sand Unit Consideration, free and clear of any Encumbrances (other than those arising pursuant to applicable securities Laws, the Organizational Documents of SEP or resulting from actions of SEP or any of its Affiliates). Immediately following Closing, SE Southern Holding will acquire good and valid title to the Common Units and General Partner Units that comprise the Southern Unit Consideration, free and clear of any Encumbrances (other than those arising pursuant to applicable securities Laws, the Organizational Documents of SEP or resulting from actions of SEP or any of its Affiliates).
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Related to Ownership of the Unit Consideration and Subsidiaries

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Ownership of the Sponsor Units The Company owns, directly or indirectly, 11,645,659 Common Units (the “Sponsor Units”); the Sponsor Units are owned free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Prospectus or arising under the Holdco Credit Agreement or the TRI Credit Agreement). For purposes hereof, “Common Units” shall mean common units representing limited partner interests in the Partnership.

  • Ownership of the Subsidiaries The Partnership directly or indirectly owns the partnership interests, membership interests and capital stock, as applicable, in the Subsidiaries as described in the Pricing Disclosure Package and in the Prospectus, in each case free and clear of all Liens, except as may arise under the Credit Agreement or as described in the Pricing Disclosure Package and the Prospectus.

  • 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.

  • Ownership of the Operating Subsidiaries The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

  • 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 the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

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