Capitalization; No Options. The Eskimo Corp Shares and the M2024 Corp Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of Eskimo Corp and M2024 Corp (the “Organizational Documents”), as applicable, and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Eskimo Corp and M2024 Corp, respectively. There are not outstanding (i) any options, warrants or other rights to purchase any capital stock of Eskimo Corp or M2024 Corp, (ii) any securities convertible into or exchangeable for shares of such capital stock or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of Eskimo Corp or M2024 Corp.
Capitalization; No Options. The Membership Interests have been duly authorized and validly issued in accordance with the limited liability company agreement of 2234 LLC (the “Operating Company Agreement”) and are fully paid (to the extent required under the Operating Company Agreement) and non-assessable. There are not outstanding (i) any options, warrants or other rights to purchase any membership interests of 2234 LLC, (ii) any securities convertible into or exchangeable for membership interests of 2234 LLC or (iii) any other commitments of any kind for the issuance of membership interests of 2234 LLC or options, warrants or other securities of 2234 LLC, other than in connection with the Xxxxx Credit Facility.
Capitalization; No Options. The Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws of Tundra Corp (the “Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Tundra Corp. There are not outstanding (i) any options, warrants or other rights to purchase any capital stock of Tundra Corp, (ii) any securities convertible into or exchangeable for shares of such capital stock or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of Tundra Corp.
Capitalization; No Options. The Equity Interests have been duly authorized and validly issued in accordance with the memorandum of association and bylaws of Seadrill T-15 (the “Seadrill T-15 Governing Documents”) and are fully paid and non-assessable. There are not outstanding (i) any options, warrants or other rights to purchase any Equity Interests of Seadrill T-15, (ii) any securities convertible into or exchangeable for Equity Interests of Seadrill T-15 or (iii) any other commitments of any kind for the issuance of Equity Interests of Seadrill T-15 or options, warrants or other securities of Seadrill T-15.
Capitalization; No Options. The Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of Igloo Corp (the “Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Igloo Corp. There are not outstanding (i) any options, warrants or other rights to purchase any capital stock of Igloo Corp, (ii) any securities convertible into or exchangeable for shares of such capital stock or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of Igloo Corp.
Capitalization; No Options. The Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of LNG Holding (the “LNG Holding Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of LNG Holding. The Freeze Holding Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of Freeze Holding (the “Freeze Holding Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Freeze Holding. The Freeze Ltd. Shares have been duly authorized and validly issued in accordance with the articles of association or other organizational documents of Freeze Ltd. (the “Freeze Ltd. Organizational Documents” and, together with the Freeze Holding Organizational Documents and the LNG Holding Organizational Documents, the “Organizational Documents”) and are fully paid and constitute the total authorized, issued and outstanding share capital of Freeze Ltd. LNG Holding is the registered owner of all the Freeze Holding Shares and the Freeze Ltd. Shares and owns such shares free and clear of any and all Encumbrances, other than those arising under the Credit Facility. There are not outstanding (i) any options, warrants or other rights to purchase any capital stock or share capital of any of the Subsidiaries, (ii) any securities convertible into or exchangeable for shares of such capital stock or share capital or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or share capital or options, warrants or other securities of any of the Subsidiaries.
Capitalization; No Options. On the Closing Date, the issued and outstanding limited liability company interests of Hilli LLC will consist of 2,460 Common Units, 2,460 Series A Special Units and 2,460 Series B Special Units. On the Closing Date, all of such units will have been duly authorized and validly issued in accordance with the Organizational Documents of Hilli LLC and will be fully paid and non-assessable. As of the Closing Date, Hilli LLC will own all of the Hilli Corp Shares free and clear of any Encumbrances, other than those arising under the Hilli Facility Documents. The Hilli Corp Shares have been duly authorized and validly issued in accordance with the Organizational Documents of Hilli Corp and are fully paid and non-assessable. As of the date hereof, Hilli Corp owns all of the Golar Cam Shares and has good and valid title thereto, free and clear of any and all Encumbrances. The Golar Cam Shares have been duly authorized and validly issued in accordance with the Organizational Documents of Golar Cam and are fully paid and non-assessable. On the date hereof, and on the Closing Date, other than as set forth in the Organizational Documents of Hilli Corp and Hilli LLC, there are not and there will not be outstanding (i) any options, warrants, pre-emptive or other rights to purchase any equity interests of any Transferred Subsidiary, (ii) any securities convertible into or exchangeable for such equity interests of any Transferred Subsidiary or (iii) any other commitments of any kind for the issuance of additional equity interests of any Transferred Subsidiary or options, warrants or other securities of any Transferred Subsidiary.
Capitalization; No Options. The SIL Equity Interests have been duly authorized and validly issued in accordance with the memorandum of association and bylaws of SIL (the “SIL Governing Documents”) and are fully paid and non-assessable. There are not outstanding (i) any options, warrants or other rights to purchase any Equity Interests of SIL, (ii) any securities convertible into or exchangeable for Equity Interests of SIL or (iii) any other commitments of any kind for the issuance of Equity Interests of SIL or options, warrants or other securities of SIL.
Capitalization; No Options. The 2226 Corp Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws of 2226 Corp (the “2226 Corp Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of 2226 Corp. The 2226 Ltd Shares have been properly allotted and validly issued in accordance with the articles of association or other organizational documents of 2226 Ltd (the “2226 Ltd Organizational Documents” and, together with the 2226 Corp Organizational Documents, the “Organizational Documents”) and are fully paid and constitute the total authorized and issued share capital of 2226 Ltd. There are not outstanding (i) any options, warrants or other rights to purchase any capital stock or share capital of any of the Subsidiaries, (ii) any securities convertible into or exchangeable for shares of such capital stock or share capital or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or share capital or options, warrants or other securities of any of the Subsidiaries.
Capitalization; No Options. The Xxxxxxx Corp Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of Xxxxxxx Corp (the “Xxxxxxx Corp Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Xxxxxxx Corp. The Golar Singapore Shares have been properly allotted and validly issued in accordance with the articles of association or other organizational documents of Golar Singapore (the “Golar Singapore Organizational Documents”) and are fully paid and constitute the total issued share capital of Golar Singapore. The Gas Solutions Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by- laws or other organizational documents of Gas Solutions (the “Gas Solutions Organizational Documents”) and are fully paid and non-assessable and constitute the total authorized, issued and outstanding capital stock of Gas Solutions. The Class B Shares have been duly authorized and validly issued in accordance with the articles of incorporation and by-laws or other organizational documents of PTGI (the “PTGI Organizational Documents” and, together with the Xxxxxxx Corp Organizational Documents, the Golar Singapore Organizational Documents and the Gas Solutions Organizational Documents, the “Organizational Documents”) and are fully paid and constitute 49% of the total authorized, issued and outstanding capital stock of PTGI. PSU owns 100% of the issued and outstanding Class A Shares which constitute 51% of the total authorized, issued and outstanding capital stock of PTGI. Other than as set forth in the Deed of Pledge of Shares, there are not outstanding (i) any options, warrants or other rights to purchase any capital stock or share capital of any of the Subsidiaries, (ii) any securities convertible into or exchangeable for shares of such capital stock or share capital or (iii) any other commitments of any kind for the issuance of additional shares of capital stock or share capital or options, warrants or other securities of any of the Subsidiaries.
