Ownership of the Company. At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.
Ownership of the Company. Upon the issuance of the Class A Common Units at Closing, each issued and outstanding Class A Common Unit will be duly authorized, validly issued and outstanding.
Ownership of the Company. As of the date hereof, neither Parent nor Acquisition, nor any subsidiary of Parent, is the beneficial owner of any shares of Company Common Stock.
Ownership of the Company. The authorized capital stock of the Company consists of 1,500 shares of Company Stock, of which 200 are issued and outstanding, all of which are owned of record and beneficially by the Shareholders, free and clear of any and all Liens (as defined in Section 10.10). The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Company Stock are as set forth in the Certificate of Incorporation of the Company, as amended to the date hereof, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. None of the outstanding securities of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or similar rights applicable to the Company. No contract, commitment or undertaking of any kind has been made for the issuance of additional shares of capital stock or other securities of the Company, nor is there in effect or outstanding any subscription, option, warrant or other right to acquire any shares of the Company Stock or other instruments convertible into or exchangeable for such shares. There are no voting trust agreements or other contracts, agreements or arrangements restricting or otherwise relating to voting, dividend or other rights with respect to the Company's capital stock, except for such agreements that will be terminated prior to the Closing as set forth on SCHEDULE 3.5 hereto. The Company does not hold any shares of capital stock in its treasury. Upon delivery of the Company Shares to Buyer pursuant to the provisions of this Agreement, Buyer will acquire good, valid and marketable title to the Company Shares, free and clear of any and all Liens. All transfer taxes imposed by law in connection with sale, transfer and delivery of the Company Shares to Buyer have been paid.
Ownership of the Company. Permit any change in the legal or beneficial ownership of any capital stock, instruments convertible to same, or other equity instruments, of the Company that results or would result in a Change of Control.
Ownership of the Company. Common Stock. Except as set forth in Schedule 5.21 hereto, as of the date of this Agreement, the Parent Corporation does not "beneficially own" (as such term is defined for purposes of Section 13(d) of the Securities Exchange Act) any shares of the Company Common Stock.
Ownership of the Company. The Guarantor shall own (directly or indirectly) 100% of the Common Equity of the Company.
Ownership of the Company. (a) The Purchased Interest represents fifty percent (50%) of the issued and outstanding interests and rights in the Company including, without limitation, all economic interest, all rights to vote or participate in management, and all rights to information concerning the business and affairs of the Company.
(b) Seller owns beneficially and of record the Purchased Interest and has full power and authority to sell and transfer the Purchased Interest to Buyer in the manner provided herein, free and clear of all liens, claims, charges, security interest, pledges, mortgages, rights of setoff, preemptive rights, trust arrangements, or other encumbrances of any character whatsoever (whether arising from contract, by operation of law, or otherwise) (collectively, "Encumbrances") or any voting agreements, proxies, or similar agreements.
(c) There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any membership interests or other equity interest or rights, or any securities convertible into or exchangeable for membership interests or other equity interest or rights of the Company. The outstanding membership interests of the Company are owned by the persons, with the respective percentage interests specified in the Amended Operating Agreement of the Company dated as of March 26, 2007 (the "Operating Agreement").
Ownership of the Company. The Valero Energy Subsidiaries own 100% of the issued and outstanding Units in and are the sole members of the Company, as shown on Schedule III; such Units have been duly authorized and validly issued in accordance with the LLC Agreement and are fully paid (to the extent required by the LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Valero Energy Subsidiaries own such Units free and clear of all liens, encumbrances, security interests, charges or claims.
Ownership of the Company. The Valero Energy Subsidiaries own the Offered Units and are members of the Company; such Units have been duly authorized and validly issued in accordance with the LLC Agreement and are fully paid (to the extent required by the LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303 and 18-607 of the Delaware LLC Act); and the Valero Energy Subsidiaries own such Units free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming any of the Valero Energy Subsidiaries as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under Sections 18-303 and 18-607 of the Delaware LLC Act.
