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.
(b) As of the close of business on July 18, 2016 (the “Capitalization Date”), (i) 4,959,526 shares of Seller Common Stock were issuable upon exercise of outstanding and unexercised Seller Stock Options and (ii) 28,427,473 shares of Seller Common Stock were subject to Seller RSU Awards that were held by Employees and were outstanding and unvested, assuming, in the case of clause (ii), achievement of all applicable performance goals at the maximum level. Since the Capitalization Date through the execution of this Agreement, there have been no issuances, repurchases or redemptions of any Seller Equity Awards, other than (A) the issuance of shares of Seller Common Stock upon the exercise of Seller Stock Options or the settlement of Seller RSU Awards, in each case, outstanding as of the Capitalization Date in Table of Contents accordance with their terms, (B) the acquisition by Seller of shares of Seller Common Stock in connection with the surrender of such shares by holders of Seller Stock Options outstanding on the Capitalization Date to be able to pay the exercise price of such options in accordance with the terms of such options, (C) the withholding or disposition of shares of Seller Common Stock to satisfy withholding tax obligations with respect to any Seller Stock Options or Seller RSU Awards (collectively, “Seller Equity Awards”) outstanding on the Capitalization Date, and (D) upon the forfeiture of any Seller Equity Award outstanding on the Capitalization Date pursuant to its terms.
(c) Except as set forth in this Section 2.03, there are no options, warrants, convertible or exchangeable securities or other rights or Contracts obligating Seller or the Business Subsidiaries to issue or sell any shares of ca...
Capitalization and Title. (a) The capital of Holy and Holinvest reflects, as to amount and structure, the relevant specifications contained in Addendum 5.10.
(b) There are no:
(i) titles or rights of any type or nature which may be converted into shares of or interests in Holy or Holinvest, nor any other rights of third parties to obtain any shares of or interests in Holy or Holinvest, presently or in the future;
(ii) credit rights of any nature, claimed against Holy or Holinvest by Hopa - except as indicated in balance sheet situations described in paragraph 5.
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).
(b) With the exception of the details specified in the document attached hereto as Addendum 5.10.2.1(b), there are no :
(i) titles or rights of any type or nature which may be converted into shares of or interests in Olimpia, nor any other rights of third parties to obtain any shares of or interests in Olimpia, presently or in the future;
(ii) credit rights of any nature, claimed against Olimpia by Current Olimpia Shareholders.
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. 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. 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 Madison and Seller is the owner of the Partnership Units currently held in his or her name on the record books of Madison, 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. (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.
(b) The share capital of MTI France consists of 22,500 common shares of a nominal value of EUR 12.00 each, all of which are validly issued and fully paid up.
(c) The authorized share capital of MTI UK consists of GBP 760,000 divided into 760,000 shares of GBP 1.00 each, of which 760,000 shares are issued and fully paid.
(d) All outstanding shares of capital stock of each Company have been duly authorized and validly issued and are fully paid and non-assessable, and none of such shares has been issued in violation of any preemptive right, right of first refusal or similar right under applicable Law, any of the Company Charter Documents of any Company, or any other agreement, document or instrument to which a Company is a party or by which it is otherwise bound.
(e) All of the outstanding capital stock or other voting securities of each Company is owned directly (and in the case of MTI UK legally and beneficially) by the Seller, free and clear of any Interest other than Permitted Exceptions and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). There are no outstanding (i) securities of the Seller or any Company convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of any Company or (ii) options, warrants or other rights to acquire from the Seller or any Company, or other obligation of the Seller or any Company to issue, any capital stock, other voting securities or securities convertible into, or exchangeable or exercisable for, capital stock or other voting securities of any Company (the items in clauses (i) and (ii) of this sentence being referred to collectively as the “Company Securities”). There are no obligations of the Seller or any Company to repurchase, redeem or otherwise acquire any outstanding Company Securities. Upon the consummation of the transactions contemplated by this Agreement, the Purchaser will acquire legal and beneficial ownership of all of the Purchased Securities, free and clear of any Interest.
(f) All outstanding shares of capital stock of the Companies have been issued in material compliance with all applicable federal, state and foreign securities Laws.
(g) None of the Companies owns, directly or indirectly, any st...
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 San Antonio and Seller is the owner of the Partnership Units currently held in his or her name on the record books of San Antonio, 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. (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.
(b) After giving effect to the Holdco Merger and the LLC Conversion, (i) there will be no options, warrants, convertible or exchangeable securities or other rights or Contracts obligating the Company to issue or sell any shares of capital stock, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock, or other equity or voting interests in, the Company and no capital stock, equity securities or other equity interests of the Company will be reserved for issuance for any purpose, (ii) there will be no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock, or other equity or voting interests in, the Company and (iii) none of Seller or the Company will be a party to any voting trust, proxy, voting agreement or other similar Contract with respect to the voting of any shares of capital stock, or other equity or voting interests in, the Company.
(c) After giving effect to the Holdco Merger and the LLC Conversion, there will be no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (whether on an as-converted basis or otherwise) (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. After giving effect to the Holdco Merger and the LLC Convers...
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
