Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.
Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.
Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each of the Subsidiaries (i) have been duly authorized and are validly issued, fully paid and nonassessable and (ii) are owned by the Company, free and clear of any security interests, claims, liens or encumbrances.
Capitalization of the Subsidiaries. All of the issued and outstanding capital stock, limited liability company membership interests, or other beneficial interests, as the case may be, of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or limited liability company membership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.
Capitalization of the Subsidiaries. All the outstanding shares of capital stock or interests of each subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable, and, except as otherwise set forth in the most recent Preliminary Prospectus, the Prospectus and the Registration Statement, all outstanding shares of capital stock or interests of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances, except as set forth in Exhibit B attached hereto and made a part hereof.
Capitalization of the Subsidiaries. Except as set forth on Section 3.03(b) of the Company Disclosure Schedule, all of the outstanding capital stock of, or other equity interests in, each Company Subsidiary (i) have been duly authorized, validly issued, and are fully paid and non-assessable and not subject to or issued in violation of preemptive rights or other similar rights, (ii) are owned, directly or indirectly, by the Company, free and clear of all Encumbrances, and (iii) are free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no options, warrants, pre-emptive rights, restricted stock, restricted stock units, stock appreciation rights, subscriptions, puts, calls, exchange rights or other rights, agreements, arrangements, understandings or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, any Company Subsidiary or obligating any Company Subsidiary to issue, deliver, transfer, register or sell or cause to be issued, delivered, transferred, registered or sold, any shares of capital stock or Voting Debt of, or other equity interests in, any Company Subsidiary or securities convertible into or exchangeable for such shares, equity interests or other securities, or obligating any Company Subsidiary to grant, extend or enter into any such option, warrant, pre-emptive right, restricted stock, restricted stock unit, stock appreciation right, subscription, put, call, exchange right or other right, agreement, arrangement, understanding or commitment. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no agreements, arrangements, understandings, commitments or obligations, contingent or otherwise, of any Company Subsidiary to repurchase, redeem, or otherwise acquire any shares of the capital stock or other equity interest in any Company Subsidiary or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth at Section 3.03(b) of the Company Disclosure Schedule, there are no voting trusts, proxies or any other agreements, arrangements, understandings or commitments relating to the voting or disposition of any shares of any Company Subsidiary’s capital stock or other equity interests or granting to any Person or group of Persons the right to elect, or to designate or nominate for election, a director to the board of directors or similar...
Capitalization of the Subsidiaries. (a) The only entities in which any of the Xxxxxx LLCs own a direct or indirect equity investment or equity interest are Pecos River Pipeline I, L.P., a Texas limited partnership, and Delaware Production Services LP, a Texas limited partnership (collectively, the “Subsidiaries”).
(b) Except as set forth in Section 3.3 of the Disclosure Schedule (i) Xxxxxx Pecos River Limited Partner LLC owns beneficially and of record, free and clear of all Liens, all of the limited partner interests in each of the Subsidiaries, which in each case, constitutes a ninety-nine percent (99%) partnership interest, and (ii) Xxxxxx Pecos River General Partner LLC owns beneficially and of record, free and clear of all Liens, all of the general partner interests in each of the Subsidiaries, which in each case, constitutes a one percent (1%) partnership interest. All such issued and outstanding equity interests were duly authorized and validly issued, fully paid (to the extent required by any of the Subsidiaries’ limited partnership agreements) and nonassessable (except as such nonassessability may be affected by Sections 153.102, 153.210 and 153.504 of the Texas Business Organizations Code).
(c) There are no outstanding subscriptions, options, convertible securities, warrants, calls, rights or agreements or commitments of any kind relating to any partnership interests in the Subsidiaries or obligating any of the Xxxxxx LLCs or any of the Subsidiaries to issue or sell any partnership interests or any other interest, or to purchase or otherwise acquire any security of or equity interest in the Subsidiaries.
(d) The Subsidiaries do not own a direct or indirect equity investment or equity interest in any other entity.
Capitalization of the Subsidiaries. All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Pricing Disclosure Package and Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances. None of the outstanding shares of capital stock of any subsidiary were issued in violation of any preemptive rights, rights of first refusal or other similar rights.
Capitalization of the Subsidiaries. Except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary (a) have been duly authorized and validly issued, (b) in the case of corporations, are fully paid and non-assessable and (c) were offered in compliance with all applicable laws (including, without limitation, federal and state securities laws). Except as otherwise disclosed in the Registration Statement and the Prospectus, each Subsidiary’s capital stock or other ownership interests that are owned by the Company or the Operating Partnership are currently owned and will, at each Applicable Time and immediately following each Settlement Date, continue to be owned by the Company or the Operating Partnership, directly or through subsidiaries, free and clear of any Lien, except where such Liens are not, or are not reasonably expected to be, material to the Company and its Subsidiaries taken as a whole. None of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such Subsidiary or any other person. There are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for equity interests or other securities of any Subsidiary other than those accurately described in all material respects in the Registration Statement and the Prospectus.
Capitalization of the Subsidiaries. The issued and outstanding capital stock or other voting securities of each Subsidiary of the Company is listed on Company Disclosure Schedule 3.1(d)(i). Except as set forth on Company Disclosure Schedule 3.1(d)(ii), the Company directly or indirectly is the record and beneficial owner of all issued and outstanding shares of capital stock, equity interests or other securities of each such Subsidiary and such ownership is free and clear of all Liens. Each outstanding share of capital stock or other voting securities of each such Subsidiary is duly authorized and validly issued, fully paid and non-assessable and no shares of capital stock or other voting securities of any such Subsidiary have been issued in violation of any preemptive or similar rights. No shares of capital stock or other voting securities of any such Subsidiary are reserved for issuance, and there are no contracts, agreements, commitments or arrangements obligating any such Subsidiary to issue, deliver, sell, purchase, redeem or acquire, cause to be issued, delivered, sold, purchased, redeemed or acquired, any shares of capital stock or other voting securities, or obligating any such Subsidiary to grant, extend, or enter into any option, warrant, call, right, commitment or agreement of any kind to acquire any shares of, or any securities that are convertible into or exchangeable for any shares of, capital stock or other voting securities of such Subsidiary.
