Capitalization of the Companies and the Purchased Subsidiaries. (a) Section 4.3(a) of the Disclosure Schedule sets forth the number of authorized equity interests of each of the Companies. All of the issued and outstanding equity interests of each of the Companies were duly authorized for issuance and are validly issued, fully paid and non-assessable (such issued and outstanding equity interests, collectively, the “Equity Interests”), and all such Equity Interests (other than any JV Equity Interests owned by a JV Counterparty) are, or on the applicable Closing Date will be, owned by Seller free and clear of all Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws, the Existing Loans, the JV Agreements and the Property Leases and (ii) any Liens created by Buyer or its Affiliates. None of the Equity Interests was issued in violation of any preemptive rights. Except pursuant to any JV Agreement or any Property Lease, there are no options, warrants, convertible securities, phantom interests or other rights, agreements, arrangements or commitments of any character relating to the Equity Interests. Except pursuant to any JV Agreement or any Property Lease, no Company has granted or otherwise entered into any written agreement with respect to any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Equity Interests of such Company or obligating Seller or such Company to issue or sell any such Equity Interests, or any other interest in, such Company. Except pursuant to any JV Agreement or any Property Lease, there are no outstanding contractual obligations of any of the Companies to repurchase, redeem or otherwise acquire any Equity Interests of such Company. Except pursuant to any JV Agreement, any Property Lease or any Existing Loan, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Equity Interests. (b) None of the Companies has any Subsidiaries, other than the Purchased Subsidiaries. Section 4.3(b) of the Disclosure Schedule sets forth the number of authorized equity interests of each of the Purchased Subsidiaries. All of the issued and outstanding equity interests of each of the Purchased Subsidiaries were duly authorized for issuance and are validly issued, fully paid and non-assessable (such issued and outstanding equity interests, collectively, the “Subsidiary Equity Interests”), and each such Subsidiary Equity Interest is, or on the applicable Closing Date will be, owned by a Company (other than JV Equity Interests owned by any JV Counterparty) free and clear of all Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws, the Existing Loans, the JV Agreements and the Property Leases and (ii) any Liens created by Buyer or its Affiliates. None of the Subsidiary Equity Interests was issued in violation of any preemptive rights. Except pursuant to any JV Agreement or any Property Lease, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Subsidiary Equity Interests. Except pursuant to any JV Agreement or any Property Lease, the Purchased Subsidiaries have not granted or otherwise entered into any written agreement with respect to any options, warrants, convertible securities, phantom interests or other rights, agreements, arrangements or commitments of any character relating to the Subsidiary Equity Interests or obligating any Company or any Purchased Subsidiary to issue or sell any Subsidiary Equity Interests, or any other interest in, the Purchased Subsidiaries. Except pursuant to any JV Agreement or any Property Lease, there are no outstanding contractual obligations of the Purchased Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Equity Interests. Except pursuant to any JV Agreement, any Property Lease or any Existing Loan, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Subsidiary Equity Interests.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
