The Membership Interests. (a) The Company Charter Documents set forth the issued and outstanding Membership Interests of the Company and the Membership Interests owned by Seller. All of the outstanding Membership Interests are validly issued and owned, beneficially and of record, by Seller. There are no Equity Interests other than the Membership Interests issued, outstanding or otherwise in existence. No Person owns, has a right to, or has been issued any “phantom stock,” equity or Membership Interest appreciation rights or similar compensation expressed in or computed on the basis of Membership Interests or the value thereof. No Person has any preemptive right or right of first refusal to purchase any Equity Interests, except as set forth in the Company Charter Documents.
The Membership Interests. (i) The Seller is the sole and absolute owner of all rights in the Membership Interests and has perfected all rights therein. Only the Seller has the right to dispose of the Membership Interests.
The Membership Interests. The Membership Interest comprises all of the economic interest in the Company.
The Membership Interests. The membership interests of Seller issued to Buyer in connection with this Agreement shall total One Hundred Percent (100%) of the total membership interest in Company at Closing.
The Membership Interests. Such Seller is the record and beneficial owner of the Membership Interests, as set forth on Schedule A, to be sold by such Seller hereunder, free and clear of any Liens and, upon transfer of the Membership Interests to Buyer on the Closing Date in accordance with the terms of this Agreement, Buyer will receive good and valid title to the Membership Interests, free and clear of any Liens.
The Membership Interests. (a) As of immediately prior to the Initial Closing, the Seller will have good and valid title to the Initial Membership Interests, free and clear of all Liens, and will be the record and beneficial owner thereof and will have full and unrestricted ownership thereof. As of immediately prior to the Final Closing, the Seller will have good and valid title to the Final Membership Interests, free and clear of all Liens, and will be the record and beneficial owner thereof and will have full and unrestricted ownership thereof. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Membership Interests, upon delivery to the Purchaser of an executed assignment agreement regarding the Membership Interests, and upon the Seller’s receipt of an amount of cash equal to the Initial Purchase Price or the Escrow Agent’s receipt of the Final Closing Date Payment, as applicable, good and valid title to the applicable Membership Interests will pass to the Purchaser, free and clear of all Liens, and the Purchaser will become the record and beneficial owner thereof and will have full and unrestricted ownership thereof. As of the Initial Closing, other than for this Agreement and the Fourth A&R LLC Agreement, the Initial Membership Interests will not be subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Initial Membership Interests. As of the Final Closing, other than for this Agreement and the Fourth A&R LLC Agreement, the Final Membership Interests will not be subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Final Membership Interests.
The Membership Interests. (a) As of immediately prior to the Closing, the Seller will have good and valid title to the Membership Interests, free and clear of all Liens, and will be the record and beneficial owner thereof and will have full and unrestricted ownership thereof. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Membership Interests, upon delivery to the Purchaser of an executed assignment agreement regarding the Membership Interests and upon the Seller’s receipt of the Purchase Price, good and valid title to the Membership Interests will pass to the Purchaser, free and clear of all Liens (other than Liens arising solely from acts of the Purchaser and its Affiliates), and the Purchaser will become the record and beneficial owner thereof and will have full and unrestricted ownership thereof (other than restrictions arising solely from acts of the Purchaser and its Affiliates, including any restrictions pursuant to the Fourth A&R LLC Agreement). As of the Closing, other than for this Agreement, the Fourth A&R LLC Agreement and any other agreements to which the Purchaser may enter into or may currently be subject, the Membership Interests will not be subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Membership Interests.
The Membership Interests. Sellers have good and valid title to the Membership Interests, free and clear of any Liens. Upon delivery to Buyer at the Closing of the Certificates, duly endorsed by Sellers for transfer to Buyer, and upon Sellers' receipt of the Purchase Price, good and valid title to the Membership Interests will pass to Buyer, free and clear of any Liens, other than those arising from acts of Buyer or its Affiliates. The Membership Interests are not subject to any voting trust agreement or other agreement, arrangement or understanding, including any such agreement, arrangement or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Membership Interests.
The Membership Interests. Such Seller holds of record and owns beneficially all of the Membership Interests set forth opposite such Seller’s name on Exhibit A hereto under the heading “Membership Interests Owned.” Except as set forth on Schedule 4.4, the Membership Interests are owned free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind. The Membership Interests set forth opposite such Seller’s name on Exhibit A hereto under the heading “Membership Interests Owned” correctly sets forth all of the Company Securities owned of record or beneficially by such Seller and such Seller does not own (or have any rights in or to acquire) any Company Securities. Such Seller’s Membership Interests were not issued in violation of (i) any Contract to which such Seller is or was a party or beneficiary or by which such Seller or its properties or assets is or was subject or (ii) any preemptive or similar rights of any Person. This Agreement, together with the other documents executed and delivered at Closing by such Seller, will be effective to transfer valid title to such Seller’s Membership Interests to Purchaser, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind.
The Membership Interests. Such Seller is the sole record and beneficial owner and has good and valid title to the Membership Interests set forth opposite such Seller’s name on Annex A, free and clear of all Liens. Except for such Membership Interests listed opposite such Seller’s name on Annex A, such Seller does not own of record or beneficially, or have any interest in or right to acquire, any equity interests in the Company or any Company Subsidiary. Assuming Purchaser has the requisite power and authority to be the lawful owner of such Membership Interests, upon delivery to Purchaser at the Closing of an instrument of conveyance evidencing the transfer of uncertificated Membership Interests duly endorsed by such Seller to Purchaser, for transfer to Purchaser, and upon Sellers’ receipt of the Closing Date Amount, good and valid title to such Membership Interests will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its affiliates. Other than this Agreement and the Company LLC Agreement, such Membership Interests are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Membership Interests.
