Capitalization of the Acquired Companies. The entire authorized Capital Stock of each Acquired Company is as set forth on Schedule 3.5. All of the outstanding shares or other units of Capital Stock of each Acquired Company have been duly authorized, validly issued, and are fully paid and non-assessable. None of the Acquired Companies has violated the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights, or any claims thereof, of any Person in connection with the issuance or redemption of any of its equity interests. No Acquired Company holds any shares of its Capital Stock in its treasury. All of the outstanding equity interests of the Company are held of record and beneficially owned by the Persons and in the respective amounts set forth on Schedule 3.5. The Company has delivered to the Buyer true, accurate and complete copies of the ledger of the Company and the China Subsidiary, which reflects all issuances, transfers, repurchases, redemptions and cancellations of shares (or other units) of its Capital Stock. All of the Company’s Subsidiaries have been solely owned by the Company from the date of formation or organization. All of the outstanding equity interests in each of the Company’s Subsidiaries are set forth on Schedule 3.5 and are validly issued, fully paid and non-assessable. The Company is the beneficial owner (and the Company or the Company’s Subsidiary listed on Schedule 3.5 is the record owner) of all of the equity interests in the Company’s Subsidiaries and holds such equity interests free and clear of all Encumbrances except as are imposed by applicable securities laws. Except as disclosed on Schedule 3.5: (a) there are no preemptive rights or other similar rights in respect of any equity interests in any Acquired Company, (b) except as imposed by applicable securities laws, there are no Encumbrances on, or other Contracts relating to, the ownership, transfer or voting of any equity interests in any Acquired Company, or otherwise affecting the rights of any holder of the equity interests in any 96760364_21 Acquired Company, (c) except for the Contemplated Transactions, there is no Contract, or provision in the organizational documents of any Acquired Company, which obligates it to purchase, redeem or otherwise acquire, or make any payment in cash, kind or otherwise (including any dividend or distribution) in respect of, any equity or equity-based interests in any Acquired Company and (d) there are no existi...
Capitalization of the Acquired Companies. (a) The Shares are duly authorized, validly issued, fully paid and nonassessable, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares were not issued in violation of any Law or any Organizational Document of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all of the issued and outstanding shares of capital stock and all of the issued and outstanding equity interests of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate.
Capitalization of the Acquired Companies. To the knowledge of the Company, all of the outstanding shares of capital stock of each of the Acquired Companies have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any pre-emptive or similar rights and, upon consummation of the transactions contemplated by this Agreement and the Merger Agreement, the Company will acquire, directly or indirectly, good and valid title to all of the issued and outstanding shares of capital stock or other equity interests of each of the Acquired Companies free and clear of any security interest, lien, encumbrance, claim or equity, except as provided in the Merger Agreement, as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Capitalization of the Acquired Companies. As of the date of this Agreement, the entire authorized share capital of each Acquired Company is as set forth on Schedule 3.5. All of the outstanding shares of capital stock of each Acquired Company have been duly authorized, validly issued, and are fully paid and non-assessable. None of the Acquired Companies has violated its governing statute of incorporation, the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its equity interests. All of the outstanding equity interests of the Company are held of record and beneficially owned by the Persons and in the respective amounts set forth in Schedule 3.5. The Company has made available to the Buyer true, accurate and complete copies of the share register of each Acquired Company which reflects all issuances, transfers, repurchases and cancellations of its shares. The Company is the beneficial owner (and the Company or the Company’s Subsidiary listed on Schedule 3.5 is the record owner) of all of the equity interests in the Company’s Subsidiaries and holds such equity interests free and clear of all Encumbrances except as are imposed by applicable securities laws. Except as disclosed on Schedule 3.5: (a) there are no outstanding options, warrants or other rights of any kind to acquire additional shares of capital stock of an Acquired Company or securities convertible into, exchangeable for or that otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is any Acquired Company required to issue any such option, warrant, right or security, (b) there are no preemptive rights or other similar rights in respect of any equity interests in any Acquired Company, (c) except as imposed by applicable securities laws, there are no Encumbrances on, or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in any Acquired Company, or otherwise affecting the rights of any holder of the equity interests in any Acquired Company, (d) except for the Contemplated Transactions, there is no contractual obligation, or provision in the organizational documents of any Acquired Company which obligates it to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interests in any Acquired Company and (e) there are no existing rights with r...
Capitalization of the Acquired Companies. The authorized, issued and outstanding Equity Interests of each Acquired Company are set forth on Schedule 5.3, and all of which (i) have been duly authorized and are validly issued and are fully paid and non-assessable, (ii) were offered, sold, issued and granted in compliance with applicable Law, including federal and state securities Laws and all requirements set forth in its Governing Documents and any applicable Contracts governing the issuance of such Equity Interests, and (iii) were not issued in violation of preemptive rights, purchase rights, puts, calls, 4893-2596-7688v2 EMAIL\25717007 rights of first refusal, subscription rights or similar rights of any Person. The Purchased Equity Interests represent the only issued and outstanding Equity Interests of the Acquired Companies. No shares of capital stock are held by any Acquired Company as treasury stock. There are no outstanding or authorized securities convertible or exchangeable for Equity Interests of any Acquired Company or any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, call rights, put rights, rights of first refusal, anti-dilution rights or other rights, Contracts that could require any Acquired Company to issue, sell, transfer or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Interests of such Acquired Company or obligate any Acquired Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such security, right or Contract. Schedule 5.3 sets forth a true and complete statement of the equity capitalization of each Acquired Company. Except as set forth in Schedule 5.3, (a) there are no Contracts relating to the issuance, sale, transfer or voting of any Equity Interests or other securities of any Acquired Company and (b) there is no obligation, contingent or otherwise, of any Acquired Company to repurchase, redeem or otherwise acquire any Equity Interests of any Acquired Company or provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person. There are no outstanding or authorized Equity Interest appreciation, phantom Equity Interests, profit participation or similar rights with respect to any Acquired Company. There are no bond, debentures, notes or other indebtedness of any Acquired Company having the right to vote or...
Capitalization of the Acquired Companies. (a) As of the date of this Agreement, 100% of the Membership Interests are, and on the Closing Date 100% of the Membership Interests will be, held of record by Seller. The Membership Interests have been duly authorized and validly issued and are fully paid and non-assessable and are free of pre-emptive rights.
Capitalization of the Acquired Companies. (a) The authorized capital stock of SNI Holdco consists of (i) 10,000 Shares of SNI Holdco Common Stock, of which 3,118.46 shares are issued, outstanding, fully paid and nonassessable and (ii) 1,000 shares of preferred stock, $0.001 par value per share, of which none have been issued.
Capitalization of the Acquired Companies. (a) Seller or its directly or indirectly wholly owned Subsidiaries hold, beneficially and of record, all of the issued and outstanding capital stock and other equity interests of each of the Acquired Companies. Section 3.2a) of the Seller Disclosure Schedules sets forth a true and complete list of the number of shares of capital stock or other equity interests issued and outstanding and the holder of record of such shares and other equity interests for each of the Acquired Companies as of the date hereof and as of immediately prior to the Closing. The shares and other equity interests in each of the Acquired Companies have been duly authorized, are validly issued, fully paid and nonassessable, and are not subject to any preemptive rights. Except for the shares and other equity interests listed in Section 3.2a) of the Seller Disclosure Schedules, no shares of capital stock or other equity interests of any Acquired Company are issued, reserved for issuance or outstanding. Seller or its directly or indirectly wholly owned Subsidiaries have good and valid title to the Shares free and clear of all Encumbrances, except for restrictions arising under applicable securities or insurance Laws. The instruments to be executed and delivered by Seller or a Subsidiary of Seller to Buyer at the Closing will be valid and binding obligations of Seller and its applicable Subsidiary, enforceable against Seller and its applicable Subsidiary in accordance with their respective terms, and will effectively vest in Buyer good title to all the Shares, free and clear of all Encumbrances, except for restrictions arising under applicable securities or insurance Laws.
Capitalization of the Acquired Companies. The authorized and issued capital stock (or equivalent equity interests) of each Acquired Company is as set forth on Schedule 3.3. Each of IRR, Ecotrans Technologies, Inc., Necam Holding BV, Teleflex GFI Europe BV and each Selling Subsidiary is the legal and beneficial owner of all of the Acquired Equity Interests, as applicable, set forth opposite its name on Schedule 3.3 free and clear of all Liens. Teleflex Ecotrans (a Direct Acquired Company) is the legal and beneficial owner of the Ecotrans LP GP Interest as set forth opposite its name on Schedule 3.3 free and clear of all Liens and Teleflex GFI (a Direct Acquired Company) is the legal and beneficial owner of the GFI LP GP Interest as set forth opposite its name on Schedule 3.3 free and clear of all Liens. No depositary receipts have been issued with respect to any of the Acquired Equity Interests. The Acquired Equity Interests have been validly issued and are fully paid and non-assessable and are the only equity interests of the Acquired Companies outstanding. Except as set forth on Schedule 3.3, none of the Acquired Equity Interests is subject to any shareholders’ agreements, partnership agreements, operating agreements, voting trusts or proxies, with respect to the voting thereof and there are no outstanding warrants, options, rights, convertible or exchangeable securities or other Contracts (other than this Agreement) pursuant to which a Selling Subsidiary or an Acquired Company is or may become obligated to issue, sell, purchase, return or redeem any equity interests. Except as set forth on Schedule 3.3, no Acquired Company has any subsidiaries or owns any shares of capital stock (or equivalent equity interests) of any other Person. Except as set forth on Schedule 3.3, no Person other than the Seller or a Selling Subsidiary has any right to any distribution from, or calculated on the basis of, any of the Acquired Companies’ profits, income or equity.
Capitalization of the Acquired Companies. (a) The authorized capital stock of the Company and each Direct or Indirect Owner is set forth in Section 3.2(a) of the Company’s Disclosure Schedule. Except as disclosed in Section 3.2(a) of the Company’s Disclosure Schedule, (i) no shares of Company Stock are issued or outstanding except for the shares that are owned of record and beneficially by the Persons in the respective numbers set forth in Schedule 3.2(a) hereto and (ii) no shares of stock, partnership interests, limited liability company interests or any other equity or ownership interests of a Direct or Indirect Owner (“Direct or Indirect Owner Equity”) are issued or outstanding except for the shares that are owned of record and beneficially by the Persons in the respective numbers set forth in Schedule 3.2(a) hereto. All such shares of Company Stock and Direct or Indirect Owner Equity have been duly authorized and are validly issued, fully paid and non-assessable.
