Title to Common Units Clause Samples

The "Title to Common Units" clause establishes the legal ownership and transferability of common units within an entity, such as a limited liability company or partnership. It typically outlines how and when title to these units is vested in a member, often upon issuance or transfer, and may specify the form of evidence required, such as entry in a unit register or delivery of a certificate. This clause ensures clarity regarding who holds ownership rights to the units at any given time, thereby preventing disputes and facilitating smooth transactions involving the units.
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.
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.
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.
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.
Title to Common Units. The ▇▇ ▇▇▇▇▇▇▇ Entities have, directly or indirectly, good and valid title to the Common Units listed on Section 3.3 of the ▇▇ ▇▇▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇▇▇ is a party or otherwise bound.
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.

Related to Title to Common Units

  • 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, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

  • 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.