Common use of Title to Membership Interests Clause in Contracts

Title to Membership Interests. Seller owns beneficially and of record 50% of the issued and outstanding membership interests in Company. The Membership Interests constitute all of the issued and outstanding equity interests in Company that are owned by Seller or any of its Affiliates. The Membership Interests (i) are duly authorized, validly issued, fully paid and nonassessable; (ii) are free and clear of all Encumbrances (other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations); (iii) are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof; and (iv) other than this Agreement, are not subject to any outstanding subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any of such Membership Interests or any commitments or agreements of any character obligating Seller to transfer, redeem or exchange any of such Membership Interests or the beneficial interest thereto.

Title to Membership Interests. Seller owns beneficially and of record 50% all of the issued and outstanding membership interests in Company. The Membership Interests constitute all of the issued and outstanding equity interests in Company that are owned by Seller or any of its Affiliates. The Membership Interests (i) are duly authorized, validly issued, fully paid and nonassessable; (ii) are free and clear of all Encumbrances (other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations); (iii) are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof; and (iv) other than this Agreement, are not subject to any outstanding subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any of such Membership Interests or any commitments or agreements of any character obligating Seller to transfer, redeem or exchange any of such Membership Interests or the beneficial interest thereto. Company does not have, or has never had, any subsidiaries or direct or indirect equity interest in any Person. Company has not made any distribution to any member from an after January 1, 2017.