Title to Acquired Membership Interests. Seller owns one hundred percent (100%) of the issued and outstanding equity interests of each Company, and is the direct record and beneficial owner of the Acquired Membership Interests, in each case, 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. Other than this Agreement and the Organizational Documents of the Companies, the Acquired Membership Interests are not subject to any voting agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Acquired Membership Interests.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.)
Title to Acquired Membership Interests. Seller owns one hundred percent (100%) of the issued and outstanding equity interests of each the Company, and is the direct record and beneficial owner of the Acquired Membership Interests, in each case, 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. Other than this Agreement and the Organizational Documents of the CompaniesCompany, the Acquired Membership Interests are not subject to any voting agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Acquired Membership Interests.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.)