Capitalization and Ownership. (a) Section 3.04(a) of the Disclosure Letter sets forth the following: the total number of issued and outstanding Equity Interests of the Company, the names of the holders of such issued and outstanding Equity Interests, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as to which the Company has any outstanding liabilities or obligations). (b) Section 3.04(b) of the Disclosure Letter sets forth, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for (i) this Agreement and (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company or any of its Subsidiaries has any outstanding liabilities or obligations). (c) Each Seller is the holder of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) of the Disclosure Letter, and, at the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be free and clear of all Liens (other than Permitted Liens).
Appears in 2 contracts
Samples: Contribution Agreement (M I Acquisitions, Inc.), Contribution Agreement (M I Acquisitions, Inc.)
Capitalization and Ownership. (a) Section 3.04(a) of the Disclosure Letter sets forth the following: the total number of issued and outstanding Equity Interests of the Company, the names of the holders of such issued and outstanding Equity Interests, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as to which the Company has any outstanding liabilities or obligations).
(b) Section 3.04(b) of the 2.1 The Disclosure Letter sets forth, as of the date hereofSigning Date, all a true, correct and complete list of (i) the authorized capital of the Company’s Subsidiaries, and, for Company and each such Material Subsidiary, (ii) the number of shares (or other applicable units) of each class or series of capital stock (excluding the MAPS) of the Company and each Material Subsidiary that are issued and outstanding, together with the name of each holder thereof and (iii) the jurisdiction of incorporation organization of the Company and each Material Subsidiary.
2.2 All the outstanding shares (or formation and the number other applicable units) or percentage ownership interests of all of the issued Company and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries are other Company Group Member have been duly authorized and validly issued and, if such Subsidiary is a corporationissued, are fully paid and non-assessable. Except for (i) this Agreement assessable and (ii) the Organizational Documents were not issued in violation of any pre-emption or subscription rights.
2.3 The Shares represent 100% of the Company’s Subsidiaries, none of issued and outstanding shares (excluding the Subsidiaries MAPS) of the Company has (A) granted any outstanding and there are no other shares, other securities or warrants or convertible or exchangeable securities convertible into securities in the capital of the Company in issue; provided that the foregoing percentage shall be subject to pro rata dilution from certain agreed share and share-based awards to be issued to certain members of management and employees of the Company Group in connection with the Completion.
2.4 There are no options, warrantscalls, warrants or convertible or exchangeable securities, or conversion, pre-emption, subscription or other rights, or agreements, arrangements or commitments (other than Permitted Liens over the shares or ownership interests of any Company Group Member), in any such case, obligating or which may obligate any Company Group Member to issue, sell, purchase, return or redeem, or otherwise dispose of, transfer or acquire, any respective shares (or other applicable units) or ownership interests convertible into or exchangeable for any of their respective shares (or other applicable units). There are no capital appreciation rights, phantom share plans, securities with participation rights or other securities convertible intofeatures, or exchangeable similar obligations and commitments of any other Company Group Member.
2.5 Except for the Transaction Agreements and restrictions imposed by applicable Laws or exercisable forany Governmental Authority or except for trusts holding title to Aircraft, Equity Interests of there are no voting trusts, shareholder agreements, proxies or other rights or agreements to which any Company Group Member is a Subsidiary party in effect with respect to the voting, transfer or dividend rights of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting Shares or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company or any of its Subsidiaries has any outstanding liabilities or obligations).
(c) Each Seller is the holder of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) of the Disclosure Letter, and, at the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be free and clear of all Liens (other than Permitted Liens) of the shares (or other applicable units) or ownership interests of any Company Group Member.
2.6 There are no entities in which the Company directly or indirectly owns or controls any voting power or otherwise owns any equity interests, other than the Company Subsidiaries and other than positions taken in connection with ordinary course cash management activities.
2.7 Neither the Parent nor any Affiliate of the Parent owns or has any plan or intention to acquire (i) any interest in AerCap (other than the Stock Consideration or any interest in the Revolving Credit Facility) or (ii) any interest in any Company Group Member (other than the Shares, the Stock Consideration or any interest in the Revolving Credit Facility), in each case that would be classified as equity for U.S. federal Income Tax purposes and would (taken together with the Stock Consideration, and assuming that the Stock Consideration represents no more than 47% of the equity interests in AerCap for U.S. federal Income Tax purposes) result in stock owned by the Seller being attributed to AerCap for purposes of section 338(h)(3) of the US Tax Code.
Appears in 2 contracts
Samples: Share Purchase Agreement (AerCap Holdings N.V.), Share Purchase Agreement (American International Group Inc)
Capitalization and Ownership. (a) The authorized membership interests of the Company consists solely of the membership interests therein owned by the Members (the “Membership Interests”), all of which are issued and outstanding. Section 3.04(a4.4(a) of the Company Disclosure Letter Schedule sets forth the following: the total number an accurate and complete list of issued and outstanding Equity Interests of the Company, the names of the all holders of such issued and outstanding Equity Membership Interests, and indicating the number or percentage interests of such Equity Membership Interests held by each such holder each.
(b) The Company does not own, control or have any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person.
(c) Except as set forth in Section 4.4(c) of the “Company Interests”). Except for Disclosure Schedule, (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other there are no equity securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests class of the Company, or any security exchangeable into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding, and (ii) there are no options, warrants, equity securities, calls, rights or other securities Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional membership interests or other equity interests of the Company or any security or rights convertible into, into or exchangeable or exercisable forfor any such membership interests or other equity interests, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any of the foregoing; such option, warrant, equity security, call, right, or (C) granted Contract. There are no outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as with respect to the Company. There are no Contracts to which the Company, the Members or any Affiliate of the Company has or the Members is a party or by which the Company or the Members or any outstanding liabilities Affiliate of the Company or obligationsthe Members is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of any membership interests or other equity interests of the Company.
(bd) Section 3.04(b) of the Disclosure Letter sets forth, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all All of the issued and outstanding Equity Membership Interests thereofare duly authorized, validly issued, fully paid, nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right. All outstanding Equity Interests of each of the Company’s Subsidiaries are duly authorized issued and validly outstanding Membership Interests have been issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for in compliance with all applicable Laws.
(ie) this Agreement and (ii) the Organizational Documents All outstanding shares of the Company’s Subsidiaries, none capital stock or other equity interests of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible intoare owned by the Company, or exchangeable a direct or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a indirect wholly owned Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company or any of its Subsidiaries has any outstanding liabilities or obligations).
(c) Each Seller is the holder of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) of the Disclosure Letter, and, at the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be are free and clear of all Liens (Encumbrances, other than Permitted Liens)Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable.
(f) There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any membership interests, or other equity securities of the Company. The Company is not subject to any obligation or requirement to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Merger Agreement (Creek Road Miners, Inc.)
Capitalization and Ownership. (a) The Equity Interests of each Company Entity are duly authorized, validly issued and, where applicable, fully paid (with no currently outstanding liability to pay any additional contribution) and non-assessable, were issued in compliance with all applicable Laws and were not issued in violation or breach of any Contract to which any Seller or any Company Entity is a party or subject or any right of rescission, right of first refusal or preemptive right. Except as set forth on Section 3.04(a4.4(a) of the Company Disclosure Letter Schedules, all of the outstanding Equity Interests of each of the Subsidiaries of the Companies are owned of record legally and beneficially by one of the Company Entities, free and clear of all Encumbrances other than restrictions under applicable securities laws and are not currently subject to any price adjustments pursuant to the Organizational Documents of such Company Entity or applicable Law.
(b) Section 4.4(b)(i) of the Company Disclosure Schedules sets forth for each Company Entity: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or other Equity Interests; and (iii) the following: the total number of issued and outstanding shares of capital stock or other Equity Interests and the record and beneficial owners thereof, in each case, as of the Company, the names Effective Date. Except as set forth on Section 4.4(b)(ii) of the holders Company Disclosure Schedules none of the Company Entities owns directly or indirectly, any stock, partnership interest, joint venture or other equity investment or debenture or interest in any Person other than the Subsidiaries of the Companies.
(c) Except for this Agreement and as set forth in Sections 4.4(b)(i) and 4.4(b)(ii) of the Company Disclosure Schedules, (i) there are no equity securities of any class of any Company Entity, or any security or debt instrument convertible into, exchangeable into or exercisable for such issued and outstanding shares of beneficial interest, shares of capital stock or other Equity Interests, and the number authorized, issued, reserved for issuance or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and outstanding; (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding there are no options, warrants, Equity Interests, calls, rights, any rights to subscribe for or to purchase or redeem, or any agreements, for the issuance (contingent or otherwise) of, or any calls against, commitments by or claims against, shares of beneficial interest, shares of capital stock or other securities Equity Interests of any Company Entity; (iii) there are no Contracts to which any Seller or any Company Entity is a party or is bound obligating any Seller or any Company Entity to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional Equity Interests of any Company Entity; or (iv) there are no securities, debt instruments or rights, in each case that are convertible into, into or exchangeable or exercisable for, or giving any Person a right to subscribe for or to acquire any such shares or other Equity Interests of any Company Entity, or obligating any Seller or any Company Entity to grant, extend, accelerate the Company; (B) entered vesting of, change the price of, otherwise modify or amend or enter into any Contracts relating to the issuancesuch option, salewarrant, transferequity security, voting call, right or registration of any Equity Interests of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted Contract. There are no outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights (in with respect to any Company Entity. Other than this Agreement and the Organizational Documents of each case as Company Entity, there are no Contracts to which any Seller or any Company Entity is a party or by which any Seller or any Company Entity is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of any shares of capital stock or other Equity Interests of the Company Entities. No holder of Indebtedness of any Company Entity has any outstanding liabilities right to convert or obligations)exchange such Indebtedness for any equity securities or other securities of any Company Entity. No holder of Indebtedness of any Company Entity has any rights to vote for the election of directors of the Company Entities, or to vote on any other matter solely as a right of holding such Indebtedness.
(bd) Section 3.04(b) All of the Disclosure Letter sets forth, as Equity Interests of the date hereofCompanies are duly authorized and validly issued, all not subject to or issued in violation or breach of the Company’s Subsidiariesany purchase option, andright of first refusal, for each such Subsidiarypreemptive right, the jurisdiction of incorporation subscription right or formation and the number or percentage interests of all any similar right. All of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries of the Companies are duly authorized and validly issued, not subject to or issued andin violation or breach of any purchase option, if such Subsidiary right of first refusal, preemptive right, subscription right or any similar right. All of the Equity Interests of the Company Entities are issued in compliance with all applicable Laws in all material respects. The register of members and other statutory registers or books of the Company Entities have been kept in accordance with applicable Law, and to the Knowledge of the Companies, no written notice that any of them is incorrect or should be rectified has been received by the Company Entities.
(e) Except as set forth on Section 4.4(e) of the Company Disclosure Schedules, there are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any of the Equity Interests of the Companies. The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a corporationloan, capital contribution or otherwise) in any of its Subsidiaries or any other Persons.
(f) There are fully paid and non-assessable. Except for no (i) this Agreement and dividends which have accrued or been declared but are unpaid on the Equity Interests of the Companies or (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Companies that are held as treasury shares. There have been no non-cash dividends or non-cash distributions made by any Company; (B) entered into any Contracts relating to the issuance. No prior offer, issue, redemption, call, purchase, sale, transfer, voting negotiation or registration other transaction of any nature or kind with respect to any Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company Companies or any of its Subsidiaries entity that has been merged into any outstanding liabilities or obligations)Company has given rise to any Proceeding by any Person that is enforceable against any Company.
(cg) Each Seller is the holder of the Acquired Interests set forth across such Seller’s name on Section 3.04(a4.4(g) of the Company Disclosure Letter, and, at Schedules sets forth a correct and complete list (including approximate amounts as of the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be free and clear Effective Date) of all Liens material Indebtedness of the Company Entities.
(other than Permitted Liens)h) Agro Merchants UK LLP is a dormant entity, and since January 1, 2018, no payments have been made to or from such entity.
(i) All terms and conditions and documentations (in the possession of the Sellers or the Company Entities) relating to the convertible preferred equity certificate instruments and preferred equity certificate instruments in issue in respect of the Company Entities incorporated in Luxembourg have been provided to the Buyers.
Appears in 1 contract
Capitalization and Ownership. (a) The authorized capital stock of Electrum consists solely of 100,000,000 shares of Common Stock, of which 3,250,000 shares are issued and outstanding. No shares are reserved for issuance pursuant to any warrant, option, convertible security or any other security exercisable for or convertible into Common Stock. Section 3.04(a4.4(a) of the Electrum Disclosure Letter Schedule sets forth the following: the total number an accurate and complete list each registered holder of issued and outstanding Equity Interests shares of the Company, the names of the holders of such issued and outstanding Equity Interests, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as to which the Company has any outstanding liabilities or obligations)Common Stock.
(b) The authorized capital stock of the Acquisition Corporation consists solely of 1,000 shares of common stock, par value $.00001 per share, of which 1,000 shares are issued and outstanding. No shares are reserved for issuance pursuant to any warrant, option, convertible security or any other security exercisable for or convertible into Common Stock. All of the issued and outstanding shares of common stock of the Acquisition Corporation are held by Electrum.
(c) Except as set forth in this Section 3.04(b4.4, (i) there are no equity securities of any class of any of the Electrum Companies, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights or other Contracts to which any of the Electrum Companies is a party or by which any of the Electrum Companies is bound obligating any of the Electrum Companies to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of any of the Electrum Companies or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating any of the Electrum Companies to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or Contract. There are no Contracts to which any of the Electrum Companies or any Stockholder or Affiliate of any of the Electrum Companies is a party or by which any of the Electrum Companies or any Stockholder or any Affiliate of any of the Electrum Companies is bound with respect to the voting (including voting trusts or proxies), registration under the United States Securities Act of 1933 (the “Securities Act”) or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of any shares of capital stock or other equity interests of any of the Disclosure Letter sets forthElectrum Companies. No holder of indebtedness of any of the Electrum Companies has any right to convert or exchange such indebtedness for any equity securities or other securities of any of the Electrum Companies. No holders of outstanding indebtedness of any of the Electrum Companies have any rights to designate nominees for director of any of the Electrum Companies, vote for the election of directors of any of the Electrum Companies or to vote on any other matter with respect to any of the Electrum Companies.
(d) None of the Electrum Companies owns, controls or has any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person, except as set forth in Section 4.4(b) .
(e) All of the issued and outstanding shares of capital stock of the Electrum Companies are duly authorized, validly issued, fully paid, nonassessable, not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right and have been issued in compliance with all applicable Laws. Other than as required under the NRS and federal and state securities laws, no legend or other reference to any purported Encumbrance appears on any certificate representing any issued and outstanding shares of capital stock of the Electrum Companies or any equity securities of any of the Electrum Companies.
(f) As of the date hereof, all no stockholder of Electrum has taken any action to exercise or perfect any statutory appraisal rights in connection with the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation Merger or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for (i) this Agreement and (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (other transactions contemplated by this Agreement in each case, as to which the Company or any of its Subsidiaries has any outstanding liabilities or obligations).
(c) Each Seller is the holder accordance with Section 92A.380 of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) of the Disclosure Letter, and, at the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be free and clear of all Liens (other than Permitted Liens)NRS.
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Capitalization and Ownership. (a) The Membership Interests of the Company and all outstanding equity interests of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, were issued in compliance with all applicable Laws and were not issued in violation or breach of any Contract to which Holdco Sellers, Blocker or the Company is a party or subject or any right of rescission, right of first refusal or preemptive right. All of the outstanding equity securities and other securities of each of the Company’s Subsidiaries are owned of record and beneficially by the Company or one of its Subsidiaries, free and clear of all Encumbrances other than restrictions under federal and state securities laws.
(b) Section 3.04(a4.4(b) of the Company Disclosure Letter Schedules sets forth for the followingCompany and each of its Subsidiaries: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or other equity interests; and (iii) the total number of issued and outstanding Equity Interests shares of capital stock or other equity interests and the record and beneficial owners thereof, in each case, as of the Companydate hereof. Neither the Company nor any of its Subsidiaries owns, or since the names Acquisition Date has owned, directly or indirectly, any stock, partnership interest, joint venture or other equity investment or interest in any Person other than the Subsidiaries.
(c) Except for this Agreement and as set forth in Section 4.4(b) of the holders of such issued and outstanding Equity InterestsCompany Disclosure Schedules, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and there are no equity securities of any class of the Company or any of its Subsidiaries, or any security convertible into, exchangeable into or exercisable for such shares of beneficial interest, shares of capital stock or other equity securities, authorized, issued, reserved for issuance or outstanding; (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding there are no options, warrants, equity securities, calls, rights, any rights to subscribe for or to purchase or redeem, or any agreements, for the issuance (contingent or otherwise) of, or any calls against, commitments by or claims against, shares of beneficial interest, shares of capital stock or other equity ownership interests of the Company or any of its Subsidiaries; (iii) there are no Contracts to which any Seller, the Company or any of the Company’s Subsidiaries is a party or is bound obligating the Sellers, the Company or any of the Company’s Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional Membership Interests or other equity interests of the Company or any of its Subsidiaries; or (iv) there are no securities or rights convertible into, into or exchangeable or exercisable for, or giving any Equity Interests Person a right to subscribe for or to acquire any such shares or other equity interests of the Company or any of the Company; (B) entered into ’s Subsidiaries, or obligating any Contracts relating to Seller, the issuance, sale, transfer, voting Company or registration of any Equity Interests of the Company’s Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise modify or optionsamend or enter into any such option, warrantswarrant, rights equity security, call, right or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted Contract. There are no outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights (in with respect to the Company or any of its Subsidiaries. Other than this Agreement, the agreements relating to the Reorganization and the Organizational Documents of the Company and each case as of its Subsidiaries, there are no Contracts to which any Seller, the Company has any outstanding liabilities or obligations).
(b) Section 3.04(b) of the Disclosure Letter sets forth, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries are duly authorized a party or by which any Seller, the Company and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for (i) this Agreement and (ii) the Organizational Documents each of the Company’s SubsidiariesSubsidiaries are bound with respect to the voting (including voting trusts or proxies), none registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of the Subsidiaries any shares of capital stock or other equity interests of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which its Subsidiaries. No holder of Indebtedness of the Company or any of its Subsidiaries has any outstanding liabilities right to convert or obligations)exchange such Indebtedness for any equity securities or other securities of the Company or any of its Subsidiaries. No holder of Indebtedness of the Company or any of its Subsidiaries has any rights to vote for the election of directors of the Company or any of its Subsidiaries, or to vote on any other matter solely as a right of holding such Indebtedness.
(cd) Each Seller is the holder All of the Acquired Membership Interests set forth across such Sellerare duly authorized, validly issued, fully paid, nonassessable, not subject to or issued in violation or breach of any purchase option, right of first refusal, preemptive right, subscription right or any similar right. All of the issued and outstanding equity securities of each of the Company’s name Subsidiary are duly authorized, validly issued, fully paid, nonassessable, not subject to or issued in violation or breach of any purchase option, right of first refusal, preemptive right, subscription right or any similar right. All of the Membership Interests are, and the issued and outstanding equity securities of each of the Company’s Subsidiary are, issued in compliance with all applicable Laws in all material respects.
(e) There are no, nor have there been any, obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any of the Membership Interests or other equity interests of the Company. The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any of its Subsidiary or any other Persons.
(f) There are no (i) dividends which have accrued or been declared but are unpaid on the equity interests of the Company or (ii) equity interests of the Company that are held as treasury shares. There have been no non-cash dividends or non-cash distributions made by the Company. No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any equity interests of the Company or any entity that has been merged into the Company has given rise to any Proceeding by any Person that is enforceable against the Company.
(g) Section 3.04(a4.4(g) of the Company Disclosure Letter, and, at Schedules sets forth a correct and complete list (including approximate amounts as of the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be free and clear date hereof) of all Liens material Indebtedness.
(h) All references to the Company’s Subsidiaries in this Section 4.4 (other than Permitted LiensSection 4.4(g)) include ZM and its Subsidiaries.
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Capitalization and Ownership. (a) The authorized capital of the Company consists solely of units in uncertificated form, all of which are issued and outstanding. The Sellers are the sole owners (of record and beneficially) of all of the Membership Interests, free and clear of all Encumbrances except Permitted Encumbrances, in the respective amounts set forth in Schedule A. Upon the consummation of the Closing, the Purchaser will be the beneficial owner of the entire equity interest in the Company, free and clear of all Encumbrances except Permitted Encumbrances.
(b) Except for the Subsidiaries set forth on Section 3.04(a3.7 of the Seller Disclosure Schedule, the Company does not own, control or have any rights to acquire, directly or indirectly, any capital equity or other equity interests or debt instruments of any Person.
(c) Except as set forth in this Section 3.4 or in Section 3.4(c) of the Seller Disclosure Letter sets forth the following: the total number of issued and outstanding Equity Interests of the CompanySchedule, the names of the holders of such issued and outstanding Equity Interests, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other there are no equity securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests class of the Company, or any security exchangeable into or exercisable for such equity securities, authorized, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights or other securities Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional Membership Interests of capital equity or other equity interests of the Company or any security or rights convertible into, into or exchangeable or exercisable forfor any such Membership Interests or other equity interests, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any of the foregoing; such option, warrant, equity security, call, right, or (C) granted Contract. There are no outstanding or authorized any stock equity appreciation, phantom stockequity, profit participation or similar rights (in each case as with respect to which the Company has any outstanding liabilities or obligations).
(b) Section 3.04(b) of the Disclosure Letter sets forth, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries There are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for (i) this Agreement and (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any no Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company or any Seller or any Affiliate of its Subsidiaries the Company or any Seller is a party or by which the Company or any Seller or any Affiliate of the Company or any Seller is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of any Membership Interests of capital equity or other equity interests of the Company. No holder of Indebtedness of the Company has any outstanding liabilities right to convert or obligations)exchange such Indebtedness for any equity securities or other securities of the Company. No holder of Indebtedness of the Company has any rights to vote for the election of managers of the Company or to vote on any other matter.
(cd) Each Seller is the holder All of the Acquired Membership Interests are duly authorized, validly issued, fully paid, nonassessable, and except as set forth across such Seller’s name on in Section 3.04(a3.4(d) of the Seller Disclosure LetterSchedule, andnot subject to or issued in violation of any purchase option, at right of first refusal, preemptive right, subscription right or any similar right and have been issued in compliance with all applicable Laws in all material respects.
(e) There are no obligations, contingent or otherwise, of the ClosingCompany to repurchase, assuming redeem or otherwise acquire any Membership Interest of the performance by Buyer Company. The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of its obligations under Section 2.05a loan, capital contribution or otherwise) in any other Person.
(f) The Member Allocation Schedule shall correctly set forth the Acquired Interests will be free and clear of all Liens (other than Permitted Liens)Estimated Purchase Price to which each Seller is entitled pursuant to the Company’s Governing Documents.
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Samples: Membership Interest Purchase Agreement (Ritchie Bros Auctioneers Inc)
Capitalization and Ownership. (a) Section 3.04(a) of the Disclosure Letter Schedule 3.3 sets forth the following: capitalization of the total number Company and the Company Subsidiaries. All of the issued and outstanding Equity Interests have been validly issued. Parent is the legal and beneficial owner of the Company, the names of the holders of such issued and outstanding Equity Interests, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any Equity Interests is the legal and beneficial owner of all of the Company; (B) entered into any Contracts relating to International Interests and ESCO Luxembourg is the issuance, sale, transfer, voting or registration of any Equity Interests legal and beneficial owner of the CompanyCaribe Shares, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as to which the Company has free and clear of Encumbrances (other than any outstanding liabilities restrictions on transfer generally arising under applicable federal or obligationsstate securities Laws).
(b) Section 3.04(b) of the Disclosure Letter sets forthThe authorized, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests shares of each capital stock or membership interests of the Company’s Subsidiaries Company and the Company Subsidiaries, and their respective jurisdictions of formation are duly authorized and validly issued andidentified on Disclosure Schedule 3.3. Neither the Company nor any Company Subsidiary owns any shares of capital stock or membership interests of any other person, if such Subsidiary is a corporation, except as set forth on Disclosure Schedule 3.3.
(c) There are fully paid and non-assessable. Except for no (i) this Agreement and outstanding securities convertible or exchangeable into shares of capital stock or interests of the Company or any Company Subsidiary; (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights calls, subscriptions, or other securities convertible intorights, agreements or exchangeable commitments obligating the Company or exercisable forany Company Subsidiary to issue, Equity Interests transfer or sell any shares of a Subsidiary of the Company; its capital stock or interests or (Biii) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights trusts or other securities convertible into, agreements or exchangeable or exercisable for, understandings to which any of the foregoing; Company or (C) granted any Company Subsidiary is a party or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to by which the Company or any Company Subsidiary is bound with respect to the voting, transfer or other disposition of its Subsidiaries has shares of capital stock or interests. There are no Contracts, contingent or otherwise, obligating any outstanding liabilities of the Company or obligations)any Company Subsidiary to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock of, or other equity or voting interests in, any of the Company or any Company Subsidiary.
(cd) Each Seller is the holder of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) of the Disclosure Letter, and, at Upon the Closing, assuming the performance by Buyer will own, directly or indirectly, all of its obligations under Section 2.05, the Acquired Interests will be free and clear of all Liens Encumbrances (other than Permitted Liensany restrictions on transfer generally arising under applicable federal or state securities Laws), subscriptions, options, warrants, calls and proxies, except for any of the foregoing created by the action of the Buyer or any of its Affiliates.
(e) The minute books and stock record books of the Company and the Company Subsidiaries, all of which have been made available to the Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of the Company and the Company Subsidiaries contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, members or other equity holders, the board of directors and any committees of the board of directors of the Company or the Company Subsidiaries, and any managers of the Company or the Company Subsidiaries, and no meeting, or action taken by written consent, of any such stockholders, members or other equity holders, the board of directors and any committees thereof, and any managers has been held for which minutes have not been prepared and are not contained in such minute books, it being understood and acknowledged that the representation in this sentence with respect to entities acquired by the Company is made to Parent’s knowledge with respect to minutes of meetings and actions taken prior to the acquisition of such entities by the Company. At the Closing, all of those books and records will be in the possession of the Company or the Company Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Esco Technologies Inc)
Capitalization and Ownership. (a) Section 3.04(a4.4(a) of the Seller Disclosure Letter Schedule sets forth (i) the following: the total number of authorized shares of the Company and the par value per share thereof and (ii) the number of issued and outstanding shares of the Company and the record and beneficial ownership thereof and the number of shares held in treasury or local equivalent as of the date hereof. The Shares represent all of the issued and outstanding Equity Interests of the Company, the names .
(b) The Company has no Subsidiaries.
(c) Except as set forth in Section 4.4(c) of the holders of such issued and outstanding Equity InterestsSeller Disclosure Schedule, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights there are no equity or other voting interests or securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests class of the Company, or any interest or security exchangeable into or exercisable for such equity or voting interests or securities, authorized, issued, reserved or committed for issuance, or outstanding and (ii) there are no options, warrants, rights equity securities, equity interests, voting interests, calls, subscriptions, claims of any character, rights, obligations, agreements, commitments or other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting interests or securities of the Company or any security or rights convertible into, into or exchangeable or exercisable forfor any such shares or other equity interests, or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any of the foregoing; such option, warrant, equity security, call, right, or (C) granted Contract. There are no outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as with respect to which the Company has any outstanding liabilities or obligations).
(b) Section 3.04(b) of the Disclosure Letter sets forth, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for (i) this Agreement and (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any there are no Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company or its Affiliate is a party or by which the Company or its Affiliate is bound with respect to the voting (including voting trusts, agreements or proxies), registration under the Securities Act or any foreign securities Law, or the sale or transfer (including Contracts imposing transfer restrictions) of its Subsidiaries any shares of capital stock or other equity or voting interests or securities of the Company. Except as set forth in Section 4.4(c) of the Seller Disclosure Schedule, no holder of Indebtedness of the Company has any outstanding liabilities right to (i) convert or obligations)exchange such Indebtedness for any equity or voting interests or securities of the Company or (ii) solely in its capacity as a holder of such Indebtedness, vote on any matter with respect to the Company.
(cd) Each Seller is the holder There are no obligations, contingent or otherwise, of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) Company to repurchase, redeem or otherwise acquire any equity interests of the Disclosure LetterCompany. The Company is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, and, at the Closing, assuming the performance by Buyer of its obligations under Section 2.05, the Acquired Interests will be free and clear of all Liens (capital contribution or otherwise) in any other than Permitted Liens)Person.
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