Common use of Authorized and Outstanding Equity Interests Clause in Contracts

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 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 DocumentsDocuments and 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 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 capital stock of Seller, all of which is held by the Shareholders 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 was were issued in transactions complying with or exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities "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 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”"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 capital stock of SellerNew Tilt, all of which is held by the Shareholders and is validly issued and outstanding, and all options and warrants to acquire capital stock of SellerNew Tilt. Such equity interests are all of the issued and outstanding equity interests, actual or contingent, in Seller New Tilt 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 DocumentsNew Tilt Charter, 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 SellerNew Tilt. All of the issued and outstanding capital stock in Seller was New Tilt were issued in transactions complying with or exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT") and any applicable state “"blue sky” " laws. Any equity interests in Seller New Tilt 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 New Tilt in respect thereof.

Authorized and Outstanding Equity Interests. The Disclosure Schedule sets forth the issued and outstanding capital stock of SellerIapps, all of which is held by the Shareholders and is are validly issued and outstanding, and all options and warrants to acquire capital stock of SellerIapps. Such equity interests are all of the issued and outstanding equity interests, actual or contingent, in Seller Iapps 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 DocumentsIapps Charter, 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 SellerIapps. All of the issued and outstanding capital stock in Seller was Iapps 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"SECURITIES ACT"). Any equity interests in Seller Iapps 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 Iapps in respect thereof.