Blockers. (a) Each Blocker is a limited liability company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material Governmental Approvals required to carry on its business as now conducted.
Blockers. On or before April 30, 2014, the Blockers shall be dissolved or terminated.
Blockers. (a) All of the outstanding equity interests of each Blocker at the Closing will be owned by the applicable Blocker Holder, free and clear of all Encumbrances and have been duly authorized and validly issued and are fully paid and nonassessable. There is no (i) outstanding subscription, option, call, warrant, right (whether or not currently exercisable) or agreement to acquire any share of capital stock or other equity interest, restricted stock unit, stock-based performance unit, or any other right that is linked to, or the value of which is based on or derived from the value of any share of capital stock or other securities of any Blocker, in each case, issued by such Blocker or to which such Blocker is bound or (ii) outstanding security, instrument, bond, debenture, note, or obligation that in each case is or may become convertible into or exchangeable for any share of the capital stock or other securities of any Blocker.
(b) Except for matters related to its formation and to activities as a holding company such as opening and maintaining bank accounts and filing Tax Returns, none of the Blockers have conducted any business prior to the date of this Agreement and has no, and prior to the Closing will have no, assets other than the Blocker Membership Units held by the Blockers and any distributions related to the Blocker Membership Units held by the Blockers. No Blocker has had any operations, liabilities, debt or obligations (other than indebtedness owed to the Blocker Holder (which will be repaid in full prior to the Closing, with no further obligations of Blocker) and for the payment of such Blocker’s Taxes (which, with respect to Taxes accrued for any pre-Closing period (including the Closing Date), will be paid prior to the Closing)) prior to the date of this Agreement, and prior to the Closing no Blocker will have any operations, liabilities, debt or obligations (other than indebtedness owed to the Blocker Holder (which will be repaid in full prior to the Closing, with no further obligations of Blocker) and for the payment of such Blocker’s Taxes (which, with respect to Taxes accrued for any pre-Closing period (including the Closing Date), will be paid prior to the Closing)), whether absolute, accrued, contingent or otherwise and whether due or to become due. No Blocker has, or has ever had, any employees. As of immediately prior to the Closing, the Blockers shall not own, lease or use any asset other than the Blocker Membership Units. There are no ...
Blockers. (a) Each Blocker is a limited liability company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material Governmental Approvals required to carry on its business as now conducted.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority in respect of any Blocker other than (i) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on any Blocker’s ability to perform its obligations hereunder and (ii) such approvals required as a result of the business activities of Buyers and their Affiliates.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of any Blocker, (ii) assuming compliance with the matters referred to in Section 4.03(b), violate any Applicable Law or (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of, any right or obligation of any Blocker, with such exceptions, in the case of each of clauses (ii) and (iii), as would not reasonably be expected to be material to Blockers.
(d) Each Blocker is the beneficial owner of the Interests indicated as held by it on Schedule 1.01(d), and X. X. Xxxx MWP Acquisition Holdings, LLC is the record owner of the Interests indicated as held by it on Schedule 1.01(d), in each case, free and clear of any Lien, except for any restriction on sales of securities under Applicable Law. Blocker Parent is the sole record and beneficial owner of the Blocker Units set forth on Schedule 4.06(d) free and clear of any Lien, except in each case for any restriction on sales of securities under Applicable Law.
(e) Each Blocker is a holding company and was formed for the sole purpose of allowing Blocker Parent and its Affiliates to hold their Interests, directly or indirectly, in the Company. Since its formation, no Blocker has engaged in any business activities and has not directly owned any assets or properties other than its Interests in the Company and any cash distributions ma...
Blockers. (a) Such Blocker was formed for the purpose of investing in the Company and holding its portion of the Blockers’ Units;
(b) Except as set forth on Schedule 4.5(b), such Blocker, since the date of its formation or organization, as applicable, (i) has not carried on any business or conducted any operations other than acquiring and holding (directly or indirectly) ownership in the Company and (ii) has not incurred any Indebtedness;
(c) Other than in respect of Taxes on the Blocker’s allocable share of taxable income of the Company, immaterial obligations as a direct or indirect member of the Company and immaterial ordinary course expenses (including without limitation those related to filing Tax Returns and maintaining its limited liability company or corporate existence, as applicable), such Blocker has no Liabilities, Contracts, assets or obligations of any nature or direct or indirect interest of any kind in any Person;
(d) There are no Legal Proceedings pending or, to the knowledge of such Blocker Seller, threatened, against the Blocker owned by such Blocker Seller;
(e) Since December 31, 2016, such Blocker has not (i) made, revoked or changed any Tax election, (ii) changed any annual Tax accounting period, (iii) adopted or changed any method of Tax accounting, (iv) filed any amended Tax Return, (v) entered into any closing agreement with respect to Taxes, (vi) waived any claim for refund or credit of Taxes, (vii) settled any audit, examination or Legal Proceeding relating to Taxes, (viii) surrendered any right to claim a Tax refund, or (ix) consented to the extension or waiver of the limitations period applicable to any audit, examination or Legal Proceeding relating to Taxes; and
(f) Such Blocker is not subject to any Order of any Governmental Entity.
(g) Except as set forth on Schedule 4.5(g),
(i) such Blocker has duly and timely filed (taking into account applicable extensions as to) all Tax Returns that are required to have been filed by it, and all of such Tax Returns are accurate in all material respects;
(ii) such Blocker has paid all Taxes required to be paid by it (whether or not shown to be due on any Tax Return);
(iii) (A) such Blocker is not a party to any action or proceeding by any Tax Authority for assessment or collection of any Taxes from such Blocker and (B) such Blocker has not waived any statute of limitations with respect to any Tax that is currently in effect;
(iv) there are no Liens for Taxes on any of the assets of such Blocker ot...
Blockers. Except for matters related to its formation and to activities as a holding company such as opening and maintaining bank accounts and filing Tax Returns, neither Investors nor Alpine Road has conducted any business or ever owned, leased or used any asset other than the LLC Interests of Publica, respectively, held by Investors or Alpine Road, as applicable. Neither Investors nor Alpine Road has any liabilities, whether absolute, accrued, contingent or otherwise and whether due or to become due (other than for Taxes not yet due and payable).
Blockers. (i) Schedule 3.8(f)(i) sets forth the designation, par value and the number of authorized, issued and outstanding shares of capital stock of each Blocker. The issued and outstanding shares of capital stock of the Blockers consist solely of the Blocker Interests. No other class of equity securities of any kind of each Blocker are authorized, issued or outstanding. All of the Blocker Interests are duly authorized, validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Blocker Sellers, free and clear of any Encumbrance except for any restrictions on transfer imposed by applicable securities Laws. No shares of capital stock or any other securities, in each case, of each of the Blockers, were issued in violation of the 1933 Act or any other Law.
(ii) Schedule 3.8(f)(ii) sets forth a true, correct and complete list of all holders of equity interests of each of the Blockers and the ownership thereof.
(iii) Each Blocker has not issued any securities in violation of any preemptive or similar rights and, except for this Agreement, there are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) to purchase or otherwise receive, nor are there any securities or instruments of any kind convertible into or exchangeable for, any equity, phantom equity or quasi-equity interests (whether outstanding, authorized but unissued, unauthorized or designated as treasury) of each Blocker. There are no restrictions upon, or voting trusts, proxies, or other agreements or understandings with respect to, the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on, the equity interests of each Blocker. There are no outstanding contractual obligations of any Blockers to purchase, redeem or otherwise acquire shares of capital stock of any Blocker or make any material investment (in the form of a loan, capital contribution or otherwise) in any other Person. There are no outstanding bonds or other Indebtedness whose holders have the right to vote on any matter submitted to a vote of the stockholders of each Blocker, or any securities convertible into, exercisable or exchangeable for any such voting debt.
