Capitalization of the Target Companies. The Acquired Equity is duly authorized, validly issued and owned by the Seller. The Seller is the record and beneficial owner and has good and valid title to all of the capital stock of the Target Companies, which is duly authorized and validly issued. Section 4.2 of the Disclosure Schedules contains a true and correct list, as of the Closing Date, of each of the Target Companies, the jurisdiction of its incorporation or organization, its form of organization, the authorized capital stock of such Target Company that is issued and outstanding and the direct owner(s) of all outstanding securities, including the Acquired Equity. Except as set forth on Section 4.2 of the Disclosure Schedules, (a) there are no shares of capital stock or other ownership interests of any Target Company issued or outstanding, and (b) there are no preemptive, right of first refusal or first offer or other outstanding rights, voting trusts or agreements, proxies, equityholder agreements, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, “phantom” equity rights, convertible, exercisable, or exchangeable securities or other ownership interest in any Target Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person, whether by contract, arrangement, undertaking or obligation, a right to subscribe for or acquire, any securities of any Target Company, and no securities evidencing such rights are issued or outstanding. Except for ownership of another Target Company as set forth in Section 4.2 of the Disclosure Schedules, no Target Company (i) owns, directly or indirectly, any capital stock or other ownership interest in any Person or (ii) is a party to any joint venture, partnership or similar relationship, or buy-sell agreement, stockholders’ agreement or similar contract.
Capitalization of the Target Companies. (a) Section 4.6 of the Sellers Disclosure Schedule sets forth a true, correct and complete list of the issued and outstanding German Target Units and US Target Units. The German Target has a share capital of €25,000 which is fully paid up. It is divided in two shares of a nominal value of €12,500 each. The German Target is under no obligation to issue further shares or to convert liabilities into shares. All of the issued and outstanding German Target Units and US Target Units are (i) duly authorized and validly issued and fully paid and nonassessable, (ii) not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Laws of the jurisdiction of organization of the applicable Target Company, the Organizational Documents of the applicable Target Company, or any Contract to which Parent Seller, German Seller or the applicable Target Company is a party or otherwise bound, and (iii) offered, sold and issued in compliance with applicable Law, including United States federal and state securities Laws or equivalent Laws of any applicable foreign jurisdictions, and all requirements set forth in applicable Contracts governing the issuance of the German Target Units or the US Target Units.
(b) Except as set forth in Section 4.6 of the Sellers Disclosure Schedule, neither of the Target Companies has (i) any Units reserved for issuance, or (ii) any outstanding or authorized options, warrants, other rights relating to its Units or any outstanding or authorized securities or obligations convertible into, related to or exchangeable or exercisable for, or giving any Person any right to vote or any right to subscribe for or acquire from it, any Units. Except as set forth in Section 4.6 of the Sellers Disclosure Schedule, there are no outstanding obligations of Parent Seller, Subsidiary Seller, the Target Companies or any of their Subsidiaries to repurchase, redeem or otherwise acquire any equity interests of either Target Company. Except as set forth in Section 4.6 of the Sellers Disclosure, none of Parent Seller, Subsidiary Seller or either Target Company is a party to any voting trust, voting agreement or shareholder agreement with respect to the shares of capital stock or equity interests in either of the Target Companies. Parent Seller owns all of the US Target Units and all of the equity interests of Subsidiary Seller free and clear of all Liens, S...
Capitalization of the Target Companies. (a) S/T Group owns its membership interest in the Operating Company of record, beneficially and with good and valid title free and clear of any and all Liens (other than restrictions imposed by securities laws applicable to unregistered securities generally). All of the Operating Company’s outstanding membership interests have been duly authorized and validly issued and were not issued in violation of any preemptive rights.
(b) Other than this Agreement, the S/T Group Operating Agreement and the Related Documents, (i) no Target Company is a party to any voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any membership interest or any other equity interest of any Target Company, and (ii) S/T Group is not bound by any Contract restricting its right to transfer its membership interest in the Operating Company.
(c) Section 4.3(c) of the Target Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of the authorized and the issued and outstanding membership interests of the Target Companies. All issued and outstanding membership interests of S/T Group have been duly authorized and validly issued, and were not issued in violation of any preemptive rights. Except as set forth in Section 4.3(c) of the Target Company Disclosure Schedules, there are no outstanding (i) securities convertible into or exchangeable for membership interests or other ownership interests of the Target Companies, (ii) options, warrants, calls or other rights to purchase, or subscribe for membership interests or other ownership interests of the Target Companies or (iii) Contracts of any kind by which any Target Company is subject or bound requiring the issuance after the date of this Agreement of (A) any membership interests or any other ownership interests of any Target Company, (B) any convertible or exchangeable security of the type referred to in clause (i), or (C) any options, warrants, calls or rights of the type referred to in clause (ii). There are no (x) outstanding or authorized stock appreciation, phantom stock, stock plans or similar rights with respect to any Target Company, or (y) dividends that have accrued or been declared but are unpaid on the Equity Interests of any Target Company. Except as set forth on Section 4.3(c) of the Target Company Disclosure Schedule, since August 31, 2013, no Target Company has ever purchased, redeemed or otherwise ac...
Capitalization of the Target Companies. As of the date of this Agreement, the Target Company Equityholders are, and following the Reorganization, the Target Company Equityholders will be, the record and beneficial owners, and have good and valid title (free and clear of all Liens, other than as may be set forth in the Target Company Governing Documents, those arising from restrictions on the sale of securities under applicable securities Laws or pursuant to Permitted Indebtedness) to, one hundred percent (100%) of the Target Company Equity. As of the date of this Agreement, the Target Company Equity constitutes, and following the Reorganization will constitute, all of the issued and outstanding membership interests in each Target Company and has been duly authorized, validly issued and is fully paid and nonassessable. As of the date of this Agreement and following the Reorganization, the Target Company Equity (i) was not issued in violation of the Target Company Governing Documents or any other Contract to which either Target Company is bound; (ii) was not issued in violation of any purchase options, call options, right of first refusal, preemptive rights, right of first offer, subscription rights, transfer restrictions or similar rights of any Person; and (iii) has been offered, sold and issued in compliance in all material respects with applicable Law, including applicable securities Laws. None of the Target Companies has issued or granted and there are no, and following the Reorganization there will not be any, outstanding or authorized equity appreciation, phantom stock, profit participation, preemptive rights, registration rights, approval rights, proxies, rights of first refusal, options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights, or similar rights affecting or providing for the issuance of the Target Company Equity or any other equity interests of the Target Companies, nor are there any Contracts, agreements or arrangements providing for the issuance or grant by any Target Company of any of the foregoing, except as contemplated by this Agreement or the transactions contemplated hereby. There are no, and following the Reorganization there will not be any, (A) voting trusts, proxies or other Contracts with respect to the voting or transfer of the Target Company Equity, other than in the Governing Documents of the Target Companies or as contemplated by this Agreement or (B) Contracts to which either Target Company is a party that require either Target Company t...
Capitalization of the Target Companies. (a) The authorized capital stock of UC consists of 1,000 shares of common stock, par value $0.01 per share. UC has 1,000 shares of common stock issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. Except as set forth in Section 3.4(a) of the Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating UC to issue any additional shares of capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of capital stock of UC, (ii) agreements or commitments obligating UC to repurchase, redeem or otherwise acquire any shares of its capital stock, (iii) restrictions on transfer of any shares of capital stock of UC (other than pursuant to this Agreement) or (iv) voting or similar shareholder agreements relating to any shares of capital stock of UC.
(b) The UC Shares are owned of record and beneficially by PennCorp free and clear of all Liens, except the Liens disclosed in Section 3.4(b) of the Disclosure Schedule. At Closing, good title to the UC Shares shall be conveyed to Buyer free and clear of all Liens other than those which may be created by Buyer.
(c) The authorized capital stock of United Life consists of 4,200,528 shares of common stock, par value $2.00 per share. United Life has 4,200,528 shares of common stock issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. Except as set forth in Section 3.4(c) of the Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating United Life to issue any additional shares of capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of capital stock of United Life, (ii) agreements or commitments obligating United Life to repurchase, redeem or otherwise acquire any shares of its capital stock, (iii) restrictions on transfer of any shares of capital stock of United Life (other than pursuant to this Agreement) or (iv) voting or similar shareholder agreements relating to any shares of capital stock of United Life.
(d) The United Life Shares are owned of record and beneficially by PLAC free and clear of all Liens. At Closing, good...
Capitalization of the Target Companies. The Interests represent all of the authorized, issued and outstanding membership interests in the Target Companies. All of the Interests have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive rights, rights of first offer or refusal or similar rights, or in violation of the Securities Act or other applicable securities Laws. Except as set forth on Schedule 4.02, the Target Companies do not own, directly or indirectly, any Equity Interests in any other Person. As of the date hereof: (i) there are no outstanding commitments of any character obligating a Target Company (A) to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional Equity Interests in such Target Company or any securities or obligations convertible into or exchangeable therefor or (B) to grant, extend, or enter into any such commitment; (ii) there are no commitments with respect to the Equity Interests in a Target Company, except as may be contained in this Agreement; (iii) there are no Contracts with respect to (or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Equity Interests in the Target Companies; and (iv) there are no outstanding obligations of a Target Company to redeem, repurchase, or otherwise acquire any of its Equity Interests.
Capitalization of the Target Companies. (a) The BPhysik Shares are fully paid up. All contributions have been made in compliance with applicable law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions.
(b) As of the date hereof, the capital stock of Techneon consists of 8,000 registered shares of common stock, par value CHF 1,000 per share, of which all are issued and outstanding on the date hereof and held beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, of record by Seller 1. No share certificates incorporating any of the Techneon Shares have ever been issued. There are no shares of preferred stock authorized or outstanding. There exists no contingent or authorized share capital. The shares of Techneon held by Seller 1, together with the Compulsory Shares prior to the Compulsory Share Transfer, constitute all of the issued and outstanding shares of capital stock of Techneon as of the date hereof and have been duly authorized and are validly issued. All Techneon Shares are fully paid up. All contributions have been made in compliance with applicable law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions. Seller 1 has good and valid title to own, beneficially and, other than the Compulsory Shares prior to the Compulsory Share Transfer, of record, the Techneon Shares, free and clear of any Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the transactions contemplated under this German SPA and registration of the Techneon Shares in the name of Bruker Physik in the share register of Techneon, Bruker Physik will own all the Techneon Shares free and clear of all Liens other than restrictions on transfer which may arise solely under applicable securities Laws. Upon consummation of the transactions contemplated under this German SPA, the Techneon Shares will be fully paid and nonassessable. The share register of Techneon accurately records: (i) the name and address of each Person owning Techneon Shares and (ii) the number of Techneon Shares held by each of the Persons as per (i) above.
(c) The Target Companies have not issued any securities in violation of any preemptive or similar rights and, except as set forth on Schedule 4.3(c), there are no options, warrants, call...
Capitalization of the Target Companies. (a) As of the date of this Agreement, the authorized capital stock of the U.S. Company consists solely of fifty thousand (50,000) shares of U.S. Company Stock, $1.00 par value, of which five thousand (5,000) shares are issued and outstanding. As of the Effective Time, except for the Contract-Based Shares, there shall not be any Other U.S. Company Securities authorized by the U.S. Company.
(b) As of the date of this Agreement, the authorized capital stock of Canadian Holding Company-1 consists solely of an unlimited number of common voting shares without par value, of which one hundred (100) shares are issued and outstanding. As of the date hereof there are not, and at the Effective Time there shall not be, any Canada Holding Company-1 securities authorized by Canada Holding Company-1 and not described in the preceding sentence.
(c) As of the date of this Agreement, the authorized capital stock of Canadian Holding Company-2 consists solely of an unlimited number of common voting shares without par value, of which one hundred (100) shares are issued and outstanding. As of the date hereof there are not, and at the Effective Time there shall not be, any Canada Holding Company-2 securities authorized by Canada Holding Company-2 and not described in the preceding sentence.
(d) As of the date of this Agreement, the authorized capital stock of the Canada Company consists solely of (i) ten thousand (10,000) shares of Class A common voting shares without par value, of which one thousand (1,000) shares are issued and outstanding, (ii) ten thousand (10,000) shares of Class B common voting shares, none of which are issued or outstanding, and (iii) ten thousand (10,000) shares of Class C common voting shares, one thousand (1,000) of which are issued and outstanding. As of the date hereof there are not, and at the Effective Time there will not be, any Canada Company securities authorized by the Canada Company and not described in the preceding sentence.
(e) Except as described in Section 3.03(e) of the Target Company Disclosure Schedules, no authorized shares of Target Company stock are held in treasury or are reserved for any other purpose.
(f) All outstanding shares of Target Company stock are, and as of the Effective Time will be, duly authorized, validly issued, fully paid and non-assessable, and not subject to preemptive rights created by Law, a Target Company's Articles of Incorporation or By-Laws, or any agreement as to which a Target Company is party or by which ...
Capitalization of the Target Companies. (a) The authorized capital of RE/MAX Ontario consists of an unlimited number of common shares, of which 2 are issued and outstanding and constitute the RE/MAX Ontario Shares.
(b) The authorized capital of RE/MAX Promotions Canada consists of an unlimited number of common shares, of which 1 is issued and outstanding and constitutes the RE/MAX Promotions Canada Shares. All of the RE/MAX Promotions Canada Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are collectively owned of record and beneficially solely by RE/MAX Ontario, free and clear of all Encumbrances.
(c) As of the date hereof, the authorized capital stock of P&S Holdings consists of 3,000 shares of capital stock, of which 2,000 are issued and outstanding and constitute the P&S Holdings Shares. The supplemented Section 3.03(c) of the Disclosure Schedules to be delivered by the Sellers to the Buyers immediately following completion of the Vendor Pre-Closing Reorganization and any Additional Pre-Closing Redemptions shall set forth the authorized and issued share capital of P&S Holdings after giving effect to the Vendor Pre-Closing Reorganization and any Additional Pre-Closing Redemptions and immediately prior to the Closing.
(d) The authorized capital stock of Integra consists of 7,500 shares of common stock, of which 102 are issued and outstanding and constitute the Integra Shares. All of the Integra Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are collectively owned of record and beneficially solely by P&S Holdings, free and clear of all Encumbrances.
(e) The authorized capital stock of RE/MAX North Central consists of 56,000 shares of common stock, of which 1,200 are issued and outstanding and constitute the RE/MAX North Central Shares. All of the RE/MAX North Central Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are collectively owned of record and beneficially solely by Integra, free and clear of all Encumbrances.
(f) The authorized capital stock of RE/MAX Promotions consists of 25,000 shares of common stock, of which 3,000 are issued and outstanding and constitute the RE/MAX Promotions Shares. All of the RE/MAX Promotions Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially solely by RE/MAX North Central, free and clear of all Encumbrances.
(g) The authorized capital stock of RE/MAX New England co...
Capitalization of the Target Companies. (a) The authorized capital stock of the Company consists of 100 shares of Common Stock, of which one (1) share, constituting the Company Shares, is issued and outstanding. The Company Shares are duly authorized, validly issued, fully paid and non-assessable. The Company Shares are owned solely and exclusively by Seller and, as of the date of this Agreement, are free and clear of all Liens other than Comerica Liens and, as of the Closing, will be free and clear of all Liens (other than, in each case, restrictions on transfer imposed by federal and state securities laws). Except as set forth in the immediately preceding sentence, (i) no equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for equity securities of the Company and (iii) no options or other rights to acquire from the Company and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company, in each case (i.e., clauses (i), (ii) and (iii)), are outstanding.
(b) The Company does not have any Subsidiaries except as set forth on Schedule 2.2(b).
(c) Except as set forth on Schedule 2.2(c), all outstanding shares of stock (or other interest of equity ownership) of each of the Company’s Subsidiaries (the “Subsidiary Shares”) have been duly authorized and validly issued and, if applicable, are fully paid and non-assessable, and are owned, directly or indirectly, by the Company; and, as of the date of this Agreement, such Subsidiary Shares are free and clear of any Liens other than Comerica Liens and, as of the Closing, will be free and clear of any Liens (other than, in each case, restrictions on transfer imposed by federal and state securities laws). Except for the Subsidiary Shares owned, directly or indirectly, by the Company, (i) no equity securities of any of the Company’s Subsidiaries are issued and outstanding, (ii) no securities of any of the Company’s Subsidiaries are convertible into or exchangeable for equity securities of any of the Company’s Subsidiaries, (iii) no options or other rights to acquire from any of the Company’s Subsidiaries and no obligations of any of the Company’s Subsidiaries to issue, any equity securities or securities convertible into or exchangeable for equity securities of any of the Company’s Subsidiaries, in each case (i.e., clauses (i), (ii) and (iii)), are outstanding, and there are no agreements, covenants or obligations to issue any ...
