Ownership of Transferred Units Sample Clauses

Ownership of Transferred Units. XXX is, and on the date XXX is required to sell Transferred Units to WONA hereunder will be, the lawful record owner of such Transferred Units. XXX has good and marketable title to the Transferred Units, free and clear of all Encumbrances.
Sample 1
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Ownership of Transferred Units. RRGC is the record and beneficial owner of the RRGC Preferred Units, all of which are held free and clear of all liens, encumbrances, charges and assessments of any nature, except for the pledge of the RRGC Preferred Units to the Small Business Administration (the “SBA”), which will be released prior to the delivery of such units to Transferor at the Closing. The certificate representing the RRGC Preferred Units was delivered to the possession of the SBA prior to the loss of such certificate. Stratford is the record and beneficial owner and holder of the Stratford Preferred Units, all of which are held free and clear of all liens, encumbrances, charges and assessments of any nature. Other than restrictions imposed by federal and state securities laws, the Transferred Preferred Units are not subject to any restrictions with respect to transferability. RRGC has full power and authority to assign and transfer the RRGC Preferred Units to Transferor in accordance with the terms of this Agreement and the Heads Agreement without obtaining the consent or approval of any person, or assuming the representations and warranties of the RRGC in this Agreement are correct, any governmental entity, in each case except for any consents or approvals which have been obtained, and the delivery of the RRGC Preferred Units to Transferor pursuant to this Agreement will transfer valid title thereto, free of all liens, encumbrances, charges and assessments of any kind. There are no outstanding warrants, options, contracts, calls, commitments, agreements, or demands of any character relating to the RRGC Preferred Units. Stratford has full power and authority to assign and transfer the Stratford Preferred Units to Transferor in accordance with the terms of this Agreement and the Heads Agreement without obtaining the consent or approval of any person, or assuming the representations and warranties of the Stratford in this Agreement are correct, any governmental entity, and the delivery of the Stratford Preferred Units to Transferor pursuant to this Agreement will transfer valid title thereto, free of all liens, encumbrances, charges and assessments of any kind. There are no outstanding warrants, options, contracts, calls, commitments, agreements, or demands of any character relating to the Stratford Preferred Units, other than the Options.
Sample 1

Related to Ownership of Transferred Units

  • 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 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 Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Trademarks Each Party acknowledges the ownership right of the other Party in the Marks of the other Party and agrees that all use of the other Party's Marks will inure to the benefit, and be on behalf, of the other Party. Each Party acknowledges that its utilization of the other Party's Marks will not create in it, nor will it represent it has, any right, title, or interest in or to such Marks other than the licenses expressly granted herein. Each Party agrees not to do anything contesting or impairing the trademark rights of the other Party.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

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