Authorized and Outstanding Equity Interests. The Disclosure Schedule sets forth the issued and outstanding capital stock of Seller, all of which is held by the Shareholders and is validly issued and outstanding, and all options and warrants to acquire capital stock of Seller. Such equity interests are all of the issued and outstanding equity interests, actual or contingent, in Seller and are validly issued and free from any restrictions on transfer, except for restrictions imposed by federal or state securities laws. Except as set forth in the Seller Charter Documents, there are no voting agreements, voting trusts, registration rights, rights of first refusal, preemptive rights, buy-sell agreements, co-sale rights, or other restrictions applicable to any capital stock or equity interests in Seller. All of the issued and outstanding capital stock in Seller was issued in transactions complying with or exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state “blue sky” laws. Any equity interests in Seller that consist of contractual or so-called “phantom” equity interests are separately identified on the Disclosure Schedule, and all of such interests have been effectively terminated prior to the Closing without any direct or indirect payment by Seller in respect thereof.
Authorized and Outstanding Equity Interests. The Disclosure Schedule sets forth the issued and outstanding equity interests of Seller, all of which are validly issued and outstanding, and all options and warrants or similar rights to acquire equity interests of Seller. Such equity interests are all of the issued and outstanding equity interests, actual or contingent, in Seller and are validly issued. Except as set forth in the Seller Charter Documents or on the Disclosure Schedule, there are no voting agreements, voting trusts, registration rights, rights of first refusal, preemptive rights, buy-sell agreements, co-sale rights, or other restrictions applicable to any equity interests in Seller. All of the issued and outstanding equity interests in Seller were issued in transactions complying with or exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state “blue sky” laws.
Authorized and Outstanding Equity Interests. The entire authorized capital stock (or, where applicable, other Equity Interests) of each member of the Company Group is as set forth on Schedule 3.05(a). All of the outstanding Equity Interests of each member of the Company Group are held of record by the Persons in the respective amounts set forth on Schedule 3.05(a). Except as set forth on Schedule 3.05(a), each member of the Company Group does not have any issued or outstanding Equity Interests or holds shares of its capital stock (or other Equity Interests) in its treasury. The Company has delivered to Parent accurate and complete copies of the stock ledger (or equivalent records) of each member of the Company Group, which records reflect all issuances, transfers, repurchases and cancellations of shares of capital stock (or other Equity Interests) of each member of the Company Group. All of the outstanding shares of capital stock (or, where applicable, other Equity Interests) of each member of the Company Group have been duly authorized, validly issued and are fully paid and non-assessable. No member of the Company Group has violated any Legal Requirements, including any federal or state securities laws, or any Contractual Obligations or preemptive or other similar rights of any Person in connection with the issuance, repurchase or redemption of any of its Equity Interests or other securities.
Authorized and Outstanding Equity Interests. Seller has 100,000 shares of common stock, $1.00 par value per share, authorized under its Certificate of Formation, 1,407 of which are validly issued and outstanding, all of which are held by the Shareholder. Such equity interests are free from any restrictions on transfer, except for restrictions imposed by federal or state securities laws. There are no voting agreements, voting trusts, registration rights, rights of first refusal, preemptive rights, buy-sell agreements, co-sale rights, or other restrictions applicable to any capital stock or equity interests in Seller. There are no options or warrants to acquire capital stock of Seller. All of the issued and outstanding capital stock in Seller was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state “blue sky” laws. There are no equity interests in Seller that consist of contractual or so-called “phantom” equity interests.
Authorized and Outstanding Equity Interests. The entire authorized capital stock (or, where applicable, other Equity Interests) of the Company and MGI are as set forth in Section 3.05(a) of the Company Disclosure Schedule. All of the outstanding Equity Interests of the Company are held of record and beneficially owned by the Persons in the respective amounts set forth in Section 3.05(a) of the Company Disclosure Schedule. Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, neither the Company nor MGI has issued or agreed to issue any Equity Interests and neither holds shares of its capital stock (or other Equity Interests) in its treasury. The Company has delivered or made available to Parent accurate and complete copies of the stock ledger (or equivalent records) of the Company and MGI, which records reflect all issuances, transfers, repurchases and cancellations of shares of capital stock (or other Equity Interests) of the Company and MGI. The Company is the record and beneficial owner of all of the Equity Interests of MGI. All of the outstanding shares of capital stock (or, where applicable, other Equity Interests) of the Company and MGI have been duly authorized, validly issued and are fully paid and non-assessable. Neither the Company nor MGI has violated any Israeli, United States federal or state securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance, repurchase or redemption of any of its Equity Interests.
Authorized and Outstanding Equity Interests. All of the outstanding Equity Interests of the Company are held of record and beneficially owned by the Persons in the respective amounts set forth on Section 3.05 of the Sellers’ Disclosure Schedules. Except as set forth on Section 3.05 of the Sellers’ Disclosure Schedules, the Company has no issued or outstanding Equity Interests nor holds any Equity Interests in its treasury. The Company has delivered to Buyer accurate and complete copies of the records showing ownership of the Equity Interests of the Company to the extent the same exist, which records reflect all issuances, transfers, repurchases and cancellations of Equity Interests of the Company. All of the outstanding Equity Interests of each Company Related Entity have been duly authorized, validly issued and are fully paid and non-assessable. No Company Related Entity has violated the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance, repurchase or redemption of any of its Equity Interests.
Authorized and Outstanding Equity Interests. (i) As of the date hereof, the entire Equity Interests of the Company are as set forth on Section 3.5 of the Company Disclosure Schedule. All of the issued and outstanding Equity Interests of the Company have been duly authorized, are validly issued, free and clear of all Encumbrances, in compliance in all respects with all Legal Requirements, have not been issued in violation of any preemptive or subscription rights, and are not subject to any preemptive or subscription rights that will survive the Closing Date, except for rights granted in agreements entered into in connection with the Reorganization that will be terminated at or prior to Closing. The Company Equityholders have no obligation to make further payments for their purchase of Company Units or contributions to the Company by reason of their ownership of Company Units or their status as members of the Company. The Company has no issued or outstanding Equity Interests other than such Equity Interests that are set forth on Section 3.5 of the Company Disclosure Schedule, and the Company does not hold any units of its Equity Interests in its treasury, in each case, as of the date hereof.
(ii) All of the issued and outstanding Equity Interests of the Company are held by the Company Equityholders.
(iii) The Company has not granted (i) any preemptive rights or other similar rights in respect of any Equity Interests in the Company, except for rights granted in agreements entered into in connection with the Reorganization that will be terminated at or prior to Closing, or (ii) any warrants, equity appreciation rights, phantom units, or other securities convertible into or exercisable or exchangeable for any Equity Interests in the Company. Except for the Contemplated Transactions, there is no Contractual Obligation to which the Company is party, or provision in the Organizational Documents of the Company, which obligates the Company to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any Equity Interest in the Company, except for obligations included in agreements entered into in connection with the Reorganization that will be terminated at or prior to Closing. The Company has not granted any rights with respect to registration under the Securities Act of any Equity Interests in the Company, except for rights granted in agreements entered into in connection with the Reorganization that will be terminated at or prior to Closing. There is n...
Authorized and Outstanding Equity Interests. Section 4.5(a) of the Disclosure Schedule sets forth a true, correct, and complete schedule of (i) each class and series of capital stock of the Company, (ii) the aggregate number of shares of each such class and series that are issued and outstanding, and (iii) a list of each Stockholder and its name in the Company’s records and opposite such Stockholder’s name the number of shares of each class and series of capital stock of the Company issued to and held by such Stockholder. Except for the Common Stock, the Preferred Stock, the Outstanding Company Warrant and the Outstanding Company Options, there are no shares of capital stock or other Equity Interests of the Company of any class or series authorized for issuance. All outstanding shares of capital stock of the Company are duly authorized and at the time of issuance were validly issued, fully paid and nonassessable and, except as set forth on Section 4.5 of the Disclosure Schedule, are not subject to, issued or held in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the DGCL, the Company’s Organizational Documents or any Contractual Obligation to which the Company is a party or by which any of its properties, rights or assets is bound.
Authorized and Outstanding Equity Interests. The entire authorized capital stock (or, where applicable, other Equity Interests) of each Acquired Company is as set forth in Section 3.05 of the Sellers’ Disclosure Schedules. All of the outstanding Equity Interests of the Acquired Companies are held of record and beneficially owned by the Persons in the respective amounts set forth in Section 3.05 of the Sellers’ Disclosure Schedules. Except as set forth in Section 3.05 of the Sellers’ Disclosure Schedules, none of the Acquired Companies has any issued or outstanding Equity Interests or holds shares of its capital stock (or other Equity Interests). The Acquired Companies have delivered to Buyer accurate and complete copies of the share register (or equivalent records) of each Acquired Company, which records reflect all issuances, transfers, repurchases and cancellations of shares of capital stock (or other Equity Interests) of each Acquired Company. All of the outstanding shares of capital stock (or, where applicable, other Equity Interests) of each Acquired Company have been duly authorized, validly issued and are fully paid and non-assessable.
Authorized and Outstanding Equity Interests. The entire authorized capital stock (or, where applicable, other Equity Interests) of each Company is as set forth on Schedule 3.05. All of the outstanding Equity Interests of the Companies are held of record by Seller. Except as set forth on Schedule 3.05, none of the Companies has any issued or outstanding Equity Interests or holds shares of its capital stock (or other Equity Interests) in its treasury. Seller has delivered to Buyer accurate and complete copies of the stock ledger (or equivalent records) of each Company, which records reflect all issuances, transfers, repurchases and cancellations of shares of capital stock (or other Equity Interests) of each Company. All of the outstanding shares of capital stock (or, where applicable, other Equity Interests) of each Company have been duly authorized, validly issued and are fully paid and non-assessable. None of the Companies has violated the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance, repurchase or redemption of any of its Equity Interests.