Common use of Acquired Companies Clause in Contracts

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. Except as set Schedule 3.02 to the Sellers' Disclosure Letter sets forth Section 2.5(a) for each of the Disclosure LetterAcquired Companies (i) its name and jurisdiction of incorporation, as (ii) the number of authorized securities of each class of its Equity Securities, (iii) the number of issued and outstanding securities of each class of its Equity Securities, the names of the date hereofholders thereof, and the number of Equity Securities held by each such holder, (iv) the number of securities of its Equity Securities held in treasury and (v) its directors and officers. Each of the Acquired Companies (a) is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, (b) duly qualified as a foreign corporation to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not have a Material Adverse Effect on the Business, and (c) has full corporate power and authority and all material licenses, permits, and authorizations necessary to carry on the Business and to own and use the properties owned and used by it in the Business. ICO has delivered to Parent correct and complete copies of the Organizational Documents of each Acquired Company (as amended to date). 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) Companies have been duly authorized and are 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)fully paid, 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 Companynonassessable. There are no outstanding securities convertible into or exchangeable authorized Encumbrances or exercisable for other Contracts or commitments that could require any Equity Securities of any of the Acquired CompaniesSeller Company to sell, any rights to subscribe for or to purchasetransfer, or any agreements providing for the issuance (contingent or otherwise) otherwise dispose of any Equity Securities of any Acquired Company or any rights that could require an Acquired Company to receive payments based on the value ofissue, sell, or payments in respect of, otherwise cause to become outstanding any of its Equity Securities of (other than this Agreement). There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Acquired Company. There are no voting trusts, rights of first refusalproxies, 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 Security of any Acquired Company. The stock certificate books and the stock record books of each Acquired Company are correct and complete. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors) of each Acquired Company are correct and complete in all material respects. No Acquired Company is in default under or in violation of any other interests provision of its Organizational Documents in any of material respect. No Seller Company controls directly or indirectly or has any Equity Security in any Person involved in the Business which is not a Seller or an Acquired CompaniesCompany.

Acquired Companies. Except as Capitalization and Ownership; No Subsidiaries. (a) The jurisdiction of incorporation or organization, the authorized capital stock of the Acquired Companies and the number of shares of such capital stock that are issued and outstanding, and the beneficial and record ownership thereof, is set forth on Section 2.5(a) 3.4 of the Seller Disclosure Letter, as of the date hereof, Schedule. The Shares represent all of the issued and outstanding Equity Securities shares of each the capital stock of the Acquired Companies. The Share Selling Affiliates are the sole record holders and beneficial owners of all of the Shares, which consist solely free and clear of membership interests all Encumbrances. Upon the consummation of the Phase I Closing, good and valid title to the Shares will pass to the Purchaser (w) owned beneficially and of record by RCS Holdingsor its Designated Affiliates), free and clear of any LiensEncumbrances. The Shares are duly authorized, (x) have been validly issued, (y) fully paid and nonassessable and have not been issued in violation of any preemptive rights, rights of first refusal 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 Companyrights. There are no declared but unpaid dividends or distributions with respect to any of the Shares. There are no Contracts to which any Share Selling Affiliate or, to the Seller’s Knowledge, any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding securities convertible into or exchangeable authorized options, warrants, rights, agreements or exercisable other commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for any Equity Securities the issuance, sale, repurchase or redemption of any shares of such Acquired Company’s capital stock, or any securities, stock appreciation, phantom stock, performance writs or similar rights of the Acquired Companies, or any rights to subscribe securities or other instruments convertible into, exchangeable for or evidencing the right to purchase, or purchase any agreements providing for the issuance (contingent or otherwise) shares 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 capital stock of the Acquired Companies.. (b) None of the Acquired Companies own any interest in any other Person. None of the Acquired Companies has an interest in, nor has any Acquired Company agreed to acquire an interest (including any equity interests) in, provide a loan or capital contribution to, or merge or consolidate with, a corporate body or any other Person. None of the Acquired Companies owns, directly or indirectly, any equity interest or any other ownership, proprietary or voting interest in any Person. Section 3.5 Financial Statements; Absence of Undisclosed Liabilities; Credit Support Obligations. (d) Attached as Section 3.5 of the Seller Disclosure Schedule are true and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) unaudited balance sheets of the Business as of July 31, 2011, 2012 and 2013 (the most recent of which, the “Balance Sheet”) and the related unaudited statements of income for each of the fiscal years then ended; and (ii) an unaudited balance sheet of the Business as of December 31, 2013 (the “Interim Balance Sheet”) and the related unaudited statement of income for the year-to-date period then ended. (e) The Financial Statements fairly present in all material respects the financial condition and results of operations of the Business as of the respective dates thereof and for the periods indicated therein, all prepared from the Books and Records of the Business and in accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP (it being understood 33 that the Financial Statements are not audited and do not contain footnotes or other presentation items as required by GAAP and that the Interim Balance Sheet and the related unaudited statements of income for the year-to-date period then ended also are subject to normal year-end adjustments, which would not be expected to be material). (f) There are no Liabilities of any kind whatsoever that are required to be reflected in the balance sheets of the Business (including the Acquired Companies) prepared in accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, other than Excluded Liabilities and liabilities and obligations (i) reflected on, or reserved for in, the Interim Balance Sheet, (ii) arising after December 31, 2013, in the ordinary course of business and consistent with past practices, (iii) disclosed on the Seller Disclosure Schedule, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a value in excess of $1,750,000. (g) The auditors of the Seller, the Selling Affiliates and the Acquired Companies have not notified the Seller or any such Selling Affiliate or Acquired Company in writing of any significant deficiency or material weakness in the system of internal control over financial accounting utilized by the Seller, the Selling Affiliates and the Acquired Companies. (h) Set forth in Section 3.5(e) of the Seller Disclosure Schedule is a true and complete list, as of the date hereof, of all Credit Support Obligations issued and outstanding in connection with the Business or in respect of the Purchased Assets. Section 3.6