Valid Interests. The NRG Closing Date Interest, the Google Closing Date Interest, and all Equity Interests to be issued by Master Holdco at the Document Closing will, when issued, constitute a limited liability company interest in Master Holdco, free and clear of any Liens except for obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement.
Valid Interests. Upon execution and delivery by Investor and Clean Technologies of the Company LLC Agreement and on the Initial Funding Date, the Class B Membership Interests will constitute a membership interest in the Company, and are being issued free and clear of any Liens except for obligations imposed on members of the Company under the Company LLC Agreement.
Valid Interests. The Membership Interests (i) will constitute membership interests in the Company, and (ii) are being sold free and clear of any Liens, except for obligations imposed on members of the Company under the Company LLC Agreement.
Valid Interests. The Class B Membership Interest will constitute a membership interest in the Company, and are being issued free and clear of any Liens except for obligations that will apply to JPM upon its admission as a member of the Company under the Company LLC Agreement.
Valid Interests. The Equity Interest to be issued by Master Holdco to Sponsor Member under the Equity Participation Agreements will, when issued, constitute a valid limited liability company interest in Master Holdco, free and clear of any Lien except for (x) obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement, (y) any restrictions on transfer imposed by applicable securities laws, and (z) any restrictions imposed on transfers set forth in the Organizational Documents of the such Person, and constitutes all of the Equity Interests in Master Holdco that are held by Affiliates of Sponsor.
Valid Interests. (i) The membership interests in MWCI being contributed by NHC to the Company on the Initial Closing Date are, on such date, conveyed free and clear of any Liens except for obligations imposed on the members of MWCI under the operating agreement for MWCI.
Valid Interests. The Class B Membership Interests (i) will constitute membership interests in the Company, and (ii) are being sold free and clear of any Liens except for obligations imposed on members of the Company under the Company LLC Agreement.
Valid Interests. Upon execution and delivery by Southern, DSGH and AGM of the LLC Agreement and, if not the same day, on the Effective Date, the Class C Membership Interests will constitute membership interests in the Company, and are being issued free and clear of any Liens except for obligations imposed on members of the Company under the LLC Agreement.
Valid Interests. The Acquired Interests have been duly authorized and validly issued pursuant to Applicable Law and limited liability company agreements or equivalent organizational documents of the applicable Acquired Company and fully paid, and were not issued in violation of any purchase option, call option, right of first refusal, subscription right, preemptive rights or any similar rights of any Person.
Valid Interests. As of the Initial Capital Contribution Date, the Class A Units will be duly authorized, and upon payment of the Initial Class A Capital Contribution, the Class A Units will be validly issued and Class A Equity Investor will have good and valid title to the Class A Units, free and clear of all Encumbrances other than Permitted Encumbrances and those created or granted by the Class A Equity Investors.
