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.
(b) All legal and beneficial right, title and interest in Seller’s Membership Interests will be on the Closing Date owned solely by Seller and on the Closing Date, Seller’s Membership Interests shall be transferred by Seller to Buyer, free and clear of all liens, claims, pledges, security interests, encumbrances, charges, agreements, voting trusts, proxies or other arrangements, restrictions or other legal or equitable limitations of any kind, except as set forth in the Company Charter Documents. Seller has not entered into any agreement, commitment or arrangement to transfer, pledge, mortgage or hypothecate Seller’s Membership Interest or any interest therein to any Person other than to Buyer. Seller is not a party to any proxy, voting trust, voting agreement or similar understanding with respect to Seller’s Membership Interests or the election of managers of the Company, except as set forth in the Company Charter Documents. Seller’s Membership Interests transferred to Buyer by Seller on the Closing Date shall constitute one hundred percent (100%) of all of the issued and outstanding Membership Interests of 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. The Membership Interest comprises all of the economic interest in the Company.
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.
(ii) There are no defense grounds which would interfere with the formation, continued existence or exercise of the Membership Interests, and there are no laws or regulations which would interfere with the transfer of the Membership Interests to anyone.
(iii) There has been no transfer to third parties of, and no security interests or other rights of use have been created with respect to, the Membership Interests, and there are no dispositions of the Membership Interests which harm or could harm the rights of the Purchaser, and there are no Encumbrances (any lien, pledge, collateral assignment, attachment, provisional attachment, preservative attachment, provisional disposition, third party acquisition right or other similar proceedings regardless of form). Seller has not incurred any obligation to dispose of the Membership Interests to a third party (regardless of whether such obligation is incurred orally, in writing, as a result of the existence or non-existence of a registration or as a result of any other process or circumstance). In addition, the execution of and entry into this Agreement and the performance of the transaction contemplated hereby will not result in any such obligation being incurred.
(iv) The formation, continued existence, exercise or ownership of the Membership Interests is not subject to any litigation, arbitration, mediation or other dispute resolution proceeding (whether instituted by public institutions or not) or administrative proceeding, and, to Seller’s knowledge (after due inquiry), there is no concrete risk of the same.
(v) There is no ruling, decision, order or court-imposed settlement with respect to the Membership Interests or any of their related rights, and there is no litigation, or other legal proceeding (including, without limitation, a petition by a third party for attachment, provisional disposition, provisional attachment, compulsory sale or auction), dispute resolution proceeding or administrative proceeding before any court, dispute resolution organization or other administrative body with respect to the Membership Interests or any of their related rights, and, to the Seller’s knowledge (after due inquiry), there is no concrete risk of the same.
(vi) The Membership Interests have been subscribed have not been redeemed...
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. have, save for the Right of Pledge, not been transferred, assigned, pledged, made subject to a limited right (beperkt recht) or otherwise encumbered (in advance (bij voorbaat)) to any person;
b. are not subject to any attachment (beslag);
c. are capable of being transferred, assigned and pledged; and
d. are not subject to any option or similar right, and, except as otherwise expressly permitted by the terms of the Guarantee, the Pledgor agrees not to grant any right or to do such acts as set forth in this Clause 3.4.2 without the prior written consent of the Pledgee.
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 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.
The Membership Interests. Subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Buyer the Membership Interests, and the Buyer agrees to purchase from the Seller, at the Closing, the Membership Interests, for the consideration specified in Section 1.2.
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.
