The Interests; the Target Sample Clauses

The Interests; the Target. (a) The Interests constitute (i) all of the issued and outstanding limited liability company interests of Target (other than the Class C Interests) and (ii) limited liability company interests represented by percentage interests in the Target and which are divided into Class A Interests, Class B Interests and the Class C Interests. The Class A Interests collectively represent the right to receive 100% of all distributions or allocations in respect of equity of, out of, or in respect of the Xxxxxxx Properties, and the Class B Interests collectively represent the right to receive 100% of all distributions or allocations in respect of equity of, out of, or in respect of the GWOG Properties. Collectively, the Xxxxxxx Properties and the GWOG Properties represent all of the Properties. At Closing, the Class C Interests will be non-economic equity interests and will not entitle the holder thereof to receive any rights or benefits of, or share in any burdens or obligations with respect to, the Properties or to any revenues or proceeds attributable thereto, as further provided in the Fourth Amended and Restated Target Operating Agreement. All of the Interests have been duly authorized, are validly issued, fully paid, and non-assessable, were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, right of first offer, purchase option, call option or other similar rights of any Person and are held of record by the Sellers as set forth in Exhibit D attached hereto. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Target to issue, sell, or otherwise cause to become outstanding any of its equity interests or to redeem, purchase or acquire in any manner any such equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights affecting the Transferred Interests. Other than with respect to the rights Sellers granted under the powers of attorney on behalf of Target, there are no voting trusts, proxies, or other similar agreements or understandings with respect to the voting of the Interests. (b) Since the date of Target’s formation, Target (i) has engaged exclusively in the ownership and operation (as a non-operating working interest owner) of the Properties, (ii) has not conducted and is not conducting any business other than ...

The Interests; the Target. (a) The Interests held by the Sellers consist of (i) all of the issued and outstanding limited liability company interests of Target and (ii) limited liability company interests represented by percentage interests in the Target and which are divided into Class A Interests and Class B Interests. The Class A Interests collectively represent the right to receive 100% of all distributions or allocations in respect of equity of, out of, or in respect of the Xxxxxxx Properties, and the Class B Interests collectively represent the right to receive 100% of all distributions or allocations in respect of equity of, out of, or in respect of the GWOG Properties. All of the Interests have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by the Sellers as set forth in Exhibit E attached hereto. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Target to issue, sell, or otherwise cause to become outstanding any of its equity interests. (b) Since the date of Target’s formation, Target (i) has engaged exclusively in the ownership and operation (as a non-operating working interest owner) of the Properties, (ii) has not conducted and is not conducting any business other than such ownership and operation of the Properties and (iii) has not owned and does not own any property other than the Properties.