Capitalization and Title. (a) The Shares represent all of the issued and outstanding shares of capital stock of the Company. Seller is the sole record and beneficial owner of the Shares, and, at the Closing, Seller will transfer and deliver to Purchaser valid title, in each case free and clear of any Encumbrances, other than (i) any Encumbrance arising out of, under or in connection with the Securities Act or any other applicable securities Laws, (ii) any Encumbrance arising out of or in connection with this Agreement or (iii) any Encumbrance created by or through, or resulting from any facts or circumstances relating to, Purchaser or its Affiliates. The Shares have been duly authorized, validly issued, and are fully paid and nonassessable and not subject to preemptive rights.
Capitalization and Title. (a) The capital of Holy and Holinvest reflects, as to amount and structure, the relevant specifications contained in Addendum 5.10.1.1.
Capitalization and Title. (a) The capital of Olimpia reflects, as to amount and structure, the relevant specifications contained in Addendum 5.10.2.1(a).
Capitalization and Title. The equity interests in each Seller consist of a single class of membership interests, all of which are issued and outstanding. All of the interest in Sellers shall have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to preemptive rights or Liens. All of the record and beneficial owners of all of the equity interests in Sellers are as set forth on Schedule 5.2.
Capitalization and Title. 3.1.1Description 3.1.2No Consents to Liens Financial Statements Tax Matters Compliance with Laws Certain Contracts Operating Company Notes Financial Distress of Companies Subsidiaries No Other Representations and Warranties
Capitalization and Title. (a) After giving effect to the Holdco Merger and the LLC Conversion, the Membership Interests will represent all of the issued and outstanding equity or voting interests in the Company. After giving effect to the Holdco Merger and the LLC Conversion, Seller will be the sole record and beneficial owner of the Membership Interests, and, at the Closing, Seller will transfer and deliver to Purchaser valid title thereto, in each case free and clear of any Encumbrances, other than (i) any Encumbrance arising out of, under or in connection with the Securities Act or any other applicable securities Laws, (ii) any Encumbrance arising out of or in connection with this Agreement or (iii) any Encumbrance created by Purchaser or its Affiliates. After giving effect to the Holdco Merger and the LLC Conversion, the Membership Interests will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive rights.
Capitalization and Title. (a) The authorized share capital of the Corporation consists of an unlimited number of shares of Common Stock with no par value ("Common Stock"), of which 200.42 shares are issued and outstanding in accordance with the Capitalization Table set out in Schedule "A" hereto (the “Capitalization Table”). All such Shares have been issued as fully paid and non-assessable.
Capitalization and Title. The Sellers collectively are, and will be immediately prior to the Closing Date, the record and beneficial owners of all the issued and outstanding Partnership Units of Lexington and Seller is the owner of the Partnership Units currently held in his or her name on the record books of Lexington, free and clear of all Encumbrances. Each Partnership Unit held by Seller has been legally and validly issued and is fully paid and nonassessable, and was issued pursuant to a valid exemption from registration under (i) the Securities Act and (ii) all applicable state securities laws.
Capitalization and Title. The authorized capital stock of IAI is 1,000 shares of common stock with a par value of $1.00 per share, of which 720 shares (referred to herein as the "IAI Shares") are validly issued and outstanding and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. The Shareholders are all of the shareholders of IAI, and no other person, firm, corporation or entity owns any shares of capital stock of IAI. Each of the shareholders of IAI is the owner of the number of IAI Shares set forth opposite his name on Exhibit 4.4 attached hereto, and each has good and marketable title thereto and the absolute right to sell, assign, transfer, convey and deliver the same to APG, free and clear of liens, agreements, pledges, mortgages or encumbrances of any kind or nature. There are no stock restriction agreements or voting trust agreements or proxies affecting the IAI Shares, nor are there any outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which IAI or any of the shareholders of IAI are bound calling for the issuance, repurchase, or redemption of any class of shares of IAI's capital stock, or securities convertible or exchangeable, actually or contingently, into any class of shares of IAI's capital stock.
Capitalization and Title. (a) The share capital (stammeinlage) of MTI Germany amounts to EUR 900,000.00 and is divided into one share in the nominal amount of EUR 900,000.00.
