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 Shareholder 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 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. 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. 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 Equity Interests of the Company are as set forth on Schedule 4.4(a). All of the outstanding Equity Interests of the Company are as set forth on Schedule 4.4(a) and are held of record by the Sellers in the respective amounts set forth on Schedule 4.4(a). Except with respect to the Purchased Units (all of which are held by the Sellers), the Company does not have any issued or outstanding Equity Interests or hold units of membership interest (or other Equity Interests) in its treasury and no other Person has the right to acquire any Equity Interests of the Company. The unit ledger set forth in the Company’s operating agreement provided in the Data Room is consistent with Schedule 4.4(a) and accurately reflects the outstanding Equity Interests recorded by the Company. All of the outstanding units of membership interest (or, where applicable, other Equity Interests) of the Company have been duly authorized, validly issued and are fully paid and non-assessable. The Company has not violated the Securities Act of 1933, as amended (the “Securities 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, except to the extent such violation would be barred pursuant to the applicable statute of limitations.
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. 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). Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. 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 as of the date of this Agreement, 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 as of the date of this Agreement. 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. CEI Disclosure Schedule 5.6(a) sets forth a correct and complete description of the following: (i) all of the authorized Equity Interests of the CEI Parties and each of their respective Subsidiaries and (ii) the amount of outstanding Equity Interests of the CEI Parties and each of their respective Subsidiaries. Except as described in CEI Disclosure Schedule 5.6(a), no Equity Interests of any CEI Party or any of its Subsidiaries are issued or outstanding or reserved for any purpose.
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 Parent owns, of record and beneficially, good and valid title to all of the issued and outstanding units of limited liability company interest of the Seller, and has the full and exclusive power, right and authority to vote such interests and is not a party to or bound by any agreement affecting or relating to its right to vote such interests.
