Title to Common Units Sample Clauses

Title to Common Units. Upon the Closing, in accordance with the terms of this Agreement good and marketable title to all of the Common Unit Portion of the Consideration, free and clear of all mortgages, liens, security interests, pledges, charges, encumbrances or claims of any kind will be transferred to and vest in Raven Holdings, and the Common Units included in the Common Unit Portion of the Consideration will be duly authorized in accordance with the SXCP’s partnership agreement and validly issued in accordance with the SXCP’s partnership agreement, fully paid and non-assessable (except as such non-assessability may be limited by Sections 17-303, 17-607 and 17-804 of the Act), and will not have been issued in violation of any preemptive or similar rights or any right of first refusal.
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Title to Common Units. Seller has good and valid title to the Common Units, is the sole record, legal and beneficial owner of the Common Units, and has the full right to transfer the Common Units. The Common Units are owned by Seller free and clear of any lien, pledge, security interest, charge, hypothecation, security agreement, security arrangement, option, purchase agreement, redemption agreement, call or right to subscribe relating to the Transferred Interest, or encumbrance or other adverse claim against title of any kind, except as set forth in the Operating Agreement (collectively, “Liens”). Upon delivery of the Common Units to Buyer on the Closing Date against payment therefor as contemplated hereby, Seller will transfer to Buyer good and valid title to the Common Units free and clear of any and all Liens.
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Title to Common Units. Title to the applicable Common Units, once issued and/or delivered, will be provided in the Participant’s individual name on the Company’s records unless the Participant otherwise notifies the Committee of an alternative designation in compliance with the terms of this Agreement, the Plan, the LLC Agreement and applicable laws.
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Title to Common Units. The XX Xxxxxxx Entities have, directly or indirectly, good and valid title to the Common Units listed on Section 3.3 of the XX Xxxxxxx Disclosure Schedule set forth opposite their names. Such Common Units which have been duly authorized and validly issued, and are fully paid and are properly reflected in the Company’s books and records, are free and clear of all Liens, other than (i) restrictions on transfer arising under applicable securities Laws, and (ii) the applicable terms and conditions of the LLC Agreement, and were not issued in violation of any preemptive rights of any individual or entity or any purchase option, right of first refusal, subscription right or any similar right under any provision of applicable Law, the LLC Agreement, or any agreement to which XX Xxxxxxx is a party or otherwise bound.
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Title to Common Units. Management Blocker has good and valid title to the Common Units listed on Section 4.3 of the Management Blocker Disclosure Schedule set forth opposite its name. Such Common Units have been duly authorized and validly issued and are fully paid and are properly reflected in the Company’s books and records, are free and clear of all Liens, other (i) restrictions on transfer arising under applicable Securities Laws, and (ii) the applicable terms and conditions of the LLC Agreement, and were not issued in violation of any preemptive rights of any individual or entity or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of applicable Law, the LLC Agreement, or any agreement to which the Management Blocker is a party or otherwise bound.
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Title to Common Units. The Enterprise Entities collectively own 42,726,987 Common Units and own such Common Units free and clear of all Liens. (i) Each of the Enterprise Entities now is, and at the time of delivery to the Partnership of Common Units being sold pursuant to the Common Unit Purchase Agreement, will be the lawful owner of the number of Common Units to be sold by the Enterprise Entities pursuant to the Common Unit Purchase Agreement and has, and at the time of delivery of such Common Units, will have valid and marketable title to such Common Units, and (ii) upon delivery of and payment for such Common Units, the Partnership will acquire valid and marketable title to such Common Units, free and clear of any Liens.
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Related to Title to Common Units

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

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