Acquired Companies. “Acquired Companies” shall mean the Company and each of its Subsidiaries, collectively.
Acquired Companies. Except as set forth Section 2.5(a) of the Disclosure Letter, as of the date hereof, all of the issued and outstanding Equity Securities of each of the Acquired Companies, which consist solely of membership interests (w) owned beneficially and of record by RCS Holdings, free and clear of any Liens, (x) have been validly issued, (y) have not been issued in violation of any preemptive or similar rights and (z) have been issued in compliance with applicable securities laws or exemptions therefrom. Upon the Closing, RCS Holdings will transfer and deliver to Apollo good and valid title to the Acquired Interests, free and clear of any Lien (other than Liens arising as a result of this Agreement or under applicable securities laws), and Apollo will own the Acquired Interests, beneficially and of record, free and clear of any Lien (other than Liens arising as a result of this Agreement or under applicable securities laws) and will be duly admitted as the sole member of each Acquired Company. There are no outstanding securities convertible into or exchangeable or exercisable for any Equity Securities of any of the Acquired Companies, any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of any Equity Securities of any Acquired Company or any rights to receive payments based on the value of, or payments in respect of, any Equity Securities of any Acquired Company. There are no voting trusts, rights of first refusal, rights of first offer, limited liability company agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any Equity Securities of or any other interests in any of the Acquired Companies.
Acquired Companies. (a) Each Acquired Company is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Acquired Company has the requisite power and authority to own, lease or operate the properties and assets that it purports to own, lease or operate and to carry on its business as now being conducted. Each Acquired Company is duly qualified and licensed and is in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except for instances where the failure to be so qualified or licensed, and the failure to maintain such good standing, will not in the aggregate have a Material Adverse Effect on the Acquired Companies, taken as a whole.
(b) Disclosure Schedule 4.4 sets forth a complete list of the Acquired Companies and, if applicable, the following information for each Acquired Company: (i) its name and jurisdiction of incorporation or organization; (ii) its date of incorporation or organization; (iii) its authorized share capital or other equity interests; (iv) the number and type of its issued and outstanding share capital or other equity interests; and (v) the current ownership of such share capital or other equity interests (including the identity of each shareholder and the number of shares held by each).
(c) With respect to each Acquired Company, the Seller and each Acquired Company owning stock or share capital or other equity interests in such Acquired Company (i) are equity interest holders or shareholders in good standing, (ii) own their interests as identified in Disclosure Schedule 4.4 free and clear of all Encumbrances and (iii) are not in breach of any provision of any agreement, document or contract governing their rights in, or to the interests so owned or held in, such Acquired Company. There are no agreements or understandings in effect with respect to the voting or transfer of any interest in any Acquired Company.
Acquired Companies. To the best knowledge of the Company, the representations and warranties made by each of the Acquired Companies (as defined in Section 9) and the selling stockholders in the respective agreements pursuant to which the Company or another Subsidiary acquired the Acquired Companies did not as of the respective dates thereof contain any inaccuracies that would, singly or in the aggregate, have a Material Adverse Effect.
Acquired Companies. This agreement will cover any company or entity formed or acquired by you during the period of cover. However, you must hold a controlling interest in the company or entity or must accept responsibility for its cover. In addition, you must:
4.2.1 inform us of the formation or acquisition within 30 days;
4.2.2 provide us with the same information in relation to the company or entity that you
4.2.3 agree to any additional conditions relating to the cover in respect of the company or entity; and
4.2.4 pay any additional contribution we may charge.
Acquired Companies. Notwithstanding the foregoing, TSR for any Acquired Company (as defined in Section 2.6, below) will be a percentage equal to the difference between (x) the product of (I) 100% plus the “Independent Period TSR” (as defined below) multiplied by (II) 100% plus the “Index Return” (as defined below), minus (y) 100%.
Acquired Companies. (a) Disclosure Schedule 3.4(a) sets forth (i) with respect to Xxxxxxx Distribution and Global Fox (x) the number of shares of authorized capital stock of each such Acquired Company, (y) the par value of such shares and (z) the number of issued and outstanding shares of each class of capital stock of each such Acquired Company, the names of the record holders thereof and the number of shares held by each such holder and (ii) with respect to Laundromats LLC, the name of the sole member and its ownership interests therein (the “Laundromats Membership Interests”).
(b) The Sellers own beneficially and of record the Acquired Stock and the Laundromats Membership Interests, free and clear of any Liens. Upon delivery of and payment for the shares of Acquired Stock and the Laundromats Membership Interests at the Closing, the Buyer will acquire good and valid title to all of the shares of Acquired Stock and the Laundromats Membership Interests free and clear of any Lien other than any Lien created by the Buyer.
(c) All of the issued and outstanding shares of capital stock and membership interests of the Acquired Companies are duly authorized, have been validly issued and are fully paid and non-assessable (with respect to capital stock only), were not issued in violation of any Applicable Law or the Sellers preemptive right of any equityholder. There is no warrant, right, option, conversion privilege, stock purchase plan, put, call, or other contractual obligation relating to the offer, issuance, purchase or redemption, exchange, conversion, voting or transfer of any shares of capital stock or membership interest of the Acquired Companies or other securities convertible into or exchangeable for capital stock, membership interests or other equity interests in any Acquired Company (now, in the future, or upon the occurrence of any contingency) or that provides for any stock appreciation or similar right. There are no agreements to register any securities of any Acquired Company or sales or resales thereof under Applicable Law.
(d) None of the Acquired Companies directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity, with respect to which interest any of the Acquired Companies is required to invest or for which any of the Acquired Companies has liability which is not limited.
Acquired Companies. Each of the Acquired Companies is an entity duly organized, validly existing and, where applicable, in good standing (if applicable in the relevant jurisdiction) under the Laws of its respective jurisdiction of organization and is duly qualified to conduct business under the Laws of each jurisdiction where the character of the properties, rights and assets owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failures to be qualified that would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. Each of the Acquired Companies has all requisite corporate (or equivalent) power and authority to carry on the business in which it is now engaged and to own and use the properties, rights and assets now owned and used by it.
Acquired Companies. Each of the Acquired Companies is a corporation, limited partnership or other entity duly organized or incorporated, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization or incorporation and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failures to be qualified that do not or would not reasonably be expected to result in a material liability to the Business, taken as a whole. Each of the Acquired Companies has all requisite corporate power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.
Acquired Companies. Seller or one of its Affiliates is the lawful record owner of the Equity Interests of the Acquired Companies, which ownership is free and clear of any Liens. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Equity Interests of the Acquired Companies, upon delivery to Purchaser at the Closing of certificates representing the Equity Interests of the Acquired Companies, duly endorsed by Seller or one of its Affiliates for transfer to Purchaser against payment therefor as provided in Article II, good and valid title to the Equity Interests of the Acquired Companies will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates. The delivery to Purchaser of the Equity Interests of the Acquired Companies pursuant to this Agreement will transfer to Purchaser ownership of one hundred percent (100%) of the authorized, issued and outstanding capital stock of the Acquired Companies. All outstanding shares of the Acquired Companies are duly authorized, validly issued, fully paid and nonassessable.
