Common use of The Acquired Membership Interests Clause in Contracts

The Acquired Membership Interests. The Acquired Membership Interests are duly authorized, validly issued and outstanding, fully paid, non-assessable and have not been issued in violation of any preemptive rights, subscription right or any similar right under any provision of local or state Law applicable to such interests, the applicable Company’s Organizational Documents, or any contract to which any Company or any of its Affiliates is a party or to which it or any of its Company Assets is otherwise bound. Except for the Acquired Membership Interests, there are no outstanding membership interests or other equity interests in any Company, or any contractual arrangements giving any other Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of any Acquired Membership Interests that will be binding on any Company after Closing other than the Ridgewood MSA. Other than pursuant to this Agreement, there are no outstanding warrants, options, rights, convertible or exchangeable securities, contractual arrangements or other commitments pursuant to which Seller or any Company is or may become obligated to issue or sell any membership interests or other equity interests in any Company, or for the repurchase or redemption of the Acquired Membership Interests, or any contractual arrangements or other commitments of any kind which may obligate Seller or any Company to issue, purchase, register for sale, redeem or otherwise acquire any membership interests or other equity interests in any Company. Immediately after the Closing, Purchaser will be the direct record and beneficial owner of the Acquired Membership Interests, free and clear of any and all Liens, except for (i) Permitted Interest Encumbrances and (ii) encumbrances under applicable federal and state securities laws or as set forth in the applicable Company’s Organizational Documents.

The Acquired Membership Interests. The Acquired Membership Interests are duly authorized, validly issued and outstanding, fully paid, non-assessable and have not been issued in violation of any preemptive rights, subscription right or any similar right under any provision of local or state Law applicable to such interests, the applicable Company’s Organizational Documents, or any contract to which any the Company or any of its Affiliates is a party or to which it or any of its the Company Assets is otherwise bound. Except for the Acquired Membership Interests, there are no outstanding membership interests or other equity interests in any the Company, or any contractual arrangements giving any other Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of any Acquired Membership Interests that will be binding on any the Company after Closing other than the Ridgewood MSAClosing. Other than pursuant to this Agreement, there are no outstanding warrants, options, rights, convertible or exchangeable securities, contractual arrangements or other commitments pursuant to which Seller or any the Company is or may become obligated to issue or sell any membership interests or other equity interests in any the Company, or for the repurchase or redemption of the Acquired Membership Interests, or any contractual arrangements or other commitments of any kind which may obligate Seller or any the Company to issue, purchase, register for sale, redeem or otherwise acquire any membership interests or other equity interests in any the Company. Immediately after the Closing, Purchaser will be the direct record and beneficial owner of the Acquired Membership Interests, free and clear of any and all Liens, except for (i) Permitted Interest Encumbrances and (ii) encumbrances under applicable federal and state securities laws or as set forth in the applicable Company’s Organizational Documents.