Capitalization of the Transferred Entities. (a) The Transferred Interests are duly authorized, validly issued, fully paid and nonassessable and owned by Sellers, free and clear of all Liens, other than Permitted Liens. Except for the Transferred Interests or any interest held by a Transferred Entity, there are no shares of capital stock or other equity interests of any Transferred Entities authorized, reserved, issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interest in any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests of any Transferred Entity, and no such rights are authorized, issued or outstanding. None of the Transferred Entities has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for equity interests having the right to vote) with the equityholders of such Transferred Entity on any matter.
(b) There are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting of the Transferred Interests.
(c) Except for ownership of other Transferred Entities, no Transferred Entity owns any capital stock, membership interests, security or other interest in any other Person.
Capitalization of the Transferred Entities. (a) As of the Closing, Seller will be the record and beneficial owner of all of the Purchased Units, free and clear of all Liens. All of the Purchased Units will have been duly authorized, validly issued, fully paid and non-assessable and will constitute all of the outstanding capital stock of Newco. There will be no warrants, options, agreements, calls, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the repurchase or redemption, or issuance, sale, pledge or other disposition of any of the Purchased Units or any securities convertible into, or other rights to acquire, any Purchased Units. None of the Purchased Units will be subject to any proxies, voting trusts, transfer restrictions (other than transfer restrictions under applicable securities Laws, if any) or other similar arrangements that relate to the voting or control of the Purchased Units. As of the Closing, Newco will be a direct wholly owned Subsidiary of Seller and, immediately following the consummation of the Reorganization and as of the Closing, Newco will directly or indirectly own (beneficially and of record), and hold good and valid title to, all of the issued and outstanding membership interests or other outstanding equity interests in or voting securities of each Transferred Entity (other than Newco) (the “Transferred Entity Equity Interests”) free and clear of all Liens.
(b) Section 3.2(b) of the Seller Disclosure Schedule sets forth (i) a complete and correct list of all of the Transferred Entities, (ii) their respective jurisdictions of organization and (iii) for each Transferred Entity, as of the date hereof and as of the Closing (after giving effect to the Reorganization), (A) the number of authorized, issued and outstanding shares of capital stock or other equity interests in or voting securities of each such Person, (B) the name of each record and beneficial owner thereof, together with the number of such shares of capital stock or other equity interests or voting securities owned by such owner as of the date of this Agreement and as of the Closing (after giving effect to the Reorganization), and (C) the number of such shares of capital stock or other equity interests in or voting securities held in treasury. The Transferred Entity Equity Interests (i) are and, after giving effect to the Reorganization, will be duly authorized, validly issued, fully paid and nonassessable, (ii) comprise and, after giving effect...
Capitalization of the Transferred Entities. (a) The Shares are duly authorized, validly allotted and issued, fully paid and nonassessable and owned by the Seller, free and clear of all Liens (other than restrictions imposed by securities laws applicable to securities generally and rights of Purchaser under this Agreement). Except for the Shares, there are no Equity Interests of the Company issued or outstanding. No unissued shares of the Company are under option or agreed conditionally or unconditionally to be placed under option.
(b) Section 3.2(b) of the Parent Disclosure Schedule sets forth all of the authorized and issued Equity Interests of the Transferred Entities and there are no other Equity Interests of any Transferred Entity. The Company owns, directly or indirectly, all of the Equity Interests in the Transferred Entities (other than the Company) free and clear of all Liens (other than restrictions imposed by securities laws applicable to securities generally and rights of the Purchaser under this Agreement). All of the Equity Interests in the Transferred Entities constitute the entire issued and outstanding share capital of the Transferred Entities and are duly authorized, validly allotted and issued, fully paid and nonassessable. No unissued shares of any Transferred Entity are under option or agreed conditionally or unconditionally to be placed under option.
Capitalization of the Transferred Entities. The Units are duly authorized and validly issued and owned by Seller, free and clear of all Liens, except Permitted Liens. Section 3.2 of the Seller Disclosure Schedule sets forth, with respect to each Transferred Entity, its jurisdiction of organization, (ii) its form of organization and (iii) the issue and outstanding equity interests thereof, including the number and amount thereof and the record holder thereof. All of the equity interests of the Transferred Entities are validly issued, fully paid and nonassessable, and have been issued in compliance with applicable Laws and not in violation of preemptive or similar rights of any other Person. All equity interests of each Transferred Entity (other than the Transferred Company) are owned, directly or indirectly, by the Transferred Company, in each case free and clear of all Liens, except Permitted Liens. The Transferred Entities do not own, beneficially or of record, directly or indirectly, any Subsidiary or any capital stock or other voting securities of, or other ownership interests in, any Person other than as set forth on Section 3.2
Capitalization of the Transferred Entities. (a) The Transferred Interests constitute the entire membership or partnership interests, as applicable, in the Transferred Entities and are collectively wholly owned by DFI, Newpark Texas or NESI, as applicable, free and clear of all Liens other than the Liens described in Section 3.2(a) of the Newpark Disclosure Schedule and have not been issued in violation of any preemptive or similar rights. Except for the Transferred Interests, there are no other equity interests of any Transferred Entities reserved, issued or outstanding, and except as set forth in Section 3.2(a) of the Newpark Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, equity appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements of any character relating to the issued or unissued ownership interest in any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities or other equity interests of any Transferred Entity or which obligate any of the Transferred Entities to issue any of its membership or partnership interests, as applicable, or other securities or which otherwise relate to the sale or transfer by any Transferred Entity of any of its ownership interests or securities (whether debt or equity). Except as set forth in Section 3.2(a) of the Newpark Disclosure Schedule, no Transferred Entity has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its securities or ownership interests or to pay any dividend or make any distribution in respect thereof. Neither Newpark, DFI, Newpark Texas nor any of the Transferred Entities have agreed to register any ownership interests in or securities of the Transferred Entities under the Securities Act of 1933, as amended (the “Act”), or under any state securities Law.
(b) Except as set forth in Section 3.2(a) of the Newpark Disclosure Schedule, there are no voting trusts or other agreements or understandings to which any Transferred Entity is a party with respect to the voting of the Transferred Interests.
(c) All Transferred Entities and their respective jurisdictions of organization, and for each Transferred Entity the number of outstanding units or percentage interests or other equity interests in such Transferred Entity and the identity of the holders of such units...
Capitalization of the Transferred Entities. The Transferred Equity Interests are duly authorized and validly issued and, immediately prior to the Closing, owned by the Sellers, as applicable, and upon the consummation of the Closing, free and clear of all Liens other than Permitted Liens. Section 4.5 of the Parent Disclosure Schedule contains a true and correct list, as of the date hereof, of each of the Transferred Entities, the jurisdiction of its incorporation or organization and the direct owner of the outstanding Equity Interests of such Transferred Entity. All Equity Interests of the Transferred Entities other than the Transferred Companies are duly authorized and validly issued and, as of immediately prior to the Closing, owned by another Transferred Entity, as applicable, and free and clear of all Liens other than Permitted Liens. Except for the Transferred Equity Interests and as set forth in Section 4.5 of the Parent Disclosure Schedule, (i) there are no Equity Interests of any Transferred Entity issued or outstanding, and (ii) there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other ownership interest in any Transferred Entity or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of any Transferred Entity, and no securities evidencing such rights are issued or outstanding. Except for ownership of another Transferred Entity as set forth in Section 4.5 of the Parent Disclosure Schedule, no Transferred Entity (x) owns, directly or indirectly, any Equity Interest in any Person or (y) is a party to any joint venture, partnership or similar relationship, or buy-sell agreement, stockholders’ agreement or similar Contract.
Capitalization of the Transferred Entities. (a) The Solar Source Units are duly authorized and validly issued and owned beneficially and of record by Seller, free and clear of all Liens, except Permitted Equity Liens. The Siete Units are duly authorized and validly issued and, upon the consummation of the Arizona Distribution, will be owned beneficially and of record by Seller, free and clear of all Liens, except Permitted Equity Liens. The SI Units are duly authorized and validly issued and, upon the consummation of the SI Distribution, will be owned beneficially and of record by Seller, free and clear of all Liens, except Permitted Equity Liens. The Texas Units are duly authorized and validly issued and, upon the consummation of the Texas Distribution, will be owned beneficially and of record by Seller, free and clear of all Liens, except Permitted Equity Liens. The Utah Units are duly authorized and validly issued and, upon the consummation of the Utah Distribution, will be owned beneficially and of record by Seller, free and clear of all Liens, except Permitted Equity Liens. All of the issued and outstanding equity interests in Pavant Solar have been duly authorized and validly issued and are owned beneficially and of record by PSEG Utah, free and clear of all Liens other than Permitted Equity Liens. All of the issued and outstanding equity interests in Xxxxxx Solar have been duly authorized and validly issued and are owned beneficially and of record by PSEG Texas, free and clear of all Liens other than Permitted Equity Liens. All the issued and outstanding equity interests in each Transferred Entity that is a direct or indirect Subsidiary of the Transferred Company as of the HSR Closing have been duly authorized and validly issued and are owned, directly or indirectly, by the Transferred Company, free and clear of all Liens, except Permitted Equity Liens.
(b) Except for the Units and any interest held by a Transferred Entity, (a) there are no limited liability company interests, shares of common stock or preferred stock or other equity or ownership interests of any Transferred Entity issued or outstanding, and (b) there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other arrangements or agreements relating to issued or unissued equity or ownership interests in any Transferred Entity or any other securities or obligations convertible or excha...
Capitalization of the Transferred Entities. The Shares are duly authorized, validly issued, fully paid and non-assessable and owned by the Sellers, as applicable and as set forth on Section 4.5 of the Parent Disclosure Schedule, and upon the consummation of the Closing, free and clear of any Liens (other than as may arise under applicable securities Laws). No Transferred Entity has any Liability for the payment of any dividend or distribution. None of the Transferred Entities is under any obligation to register under the Securities Act or any other applicable Law the Shares or any other securities of the Transferred Entities, whether currently outstanding or that may subsequently be issued prior to the Closing. All issued and outstanding Shares were issued in compliance with applicable Law and all requirements set forth in any of the Organizational Documents of the Transferred Entities, and in compliance with any applicable Contracts to which any of the Transferred Entities is a party or by which any of the Transferred Entities or any of its assets are bound.
Capitalization of the Transferred Entities. (a) The Purchased Shares (i) constitute all of the issued and outstanding equity interests of S‑L Snacks PB, (ii) are, and when issued were, duly authorized and validly issued, (iii) comprise all of the issued and outstanding equity interests or voting securities of S‑L Snacks PB, (iv) are all owned beneficially and of record solely by Share Seller free and clear of all Liens and (v) were offered, issued, sold and delivered by S‑L Snacks PB in compliance with all applicable Laws and preemptive or similar rights.
(b) S‑L Snacks PB owns beneficially and of record all of the issued and outstanding equity interests of S‑L Snacks IA (the "S‑L Snacks IA Shares") free and clear of all Liens, which equity interests (i) are, and when issued were, duly authorized and validly issued, (ii) comprise all of the issued and outstanding equity interests or voting securities of S‑L Snacks IA and (iii) were offered, issued, sold and delivered by S‑L Snacks IA in compliance with all applicable Laws and preemptive or similar rights.
(c) Except for the Purchased Shares and the S‑L Snacks IA Shares, there are no equity interests or voting securities of any Transferred Entity authorized, reserved, issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, equity appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts, arrangements or commitments of any character to which any S‑L Entity is a party relating to the issued or unissued share capital, equity interests or voting securities of any of the Transferred Entities or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), to subscribe for or acquire, any securities or other equity interests of any Transferred Entity, and no securities or other equity interests evidencing such rights are authorized, issued or outstanding.
(d) No Transferred Entity has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the members or holders of equity interests or voting securities of such Transferred Entity on any matter.
(e) There are no voting trusts or other agreements or understand...
Capitalization of the Transferred Entities. (a) The Shares are duly authorized, validly issued, fully paid and nonassessable and owned by the Seller Group, free and clear of all Liens (other than any restrictions on transfer imposed by federal, state or local securities laws). Except for the Shares, there are no Equity Interests of the Transferred Companies issued or outstanding. The Equity Interests of the Transferred Company Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and owned by the Transferred Entities, free and clear of all Liens (other than any restrictions on transfer imposed by federal, state or local securities laws). No Equity Interests of the Transferred Entities were issued or are in violation of (i) any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Parent or any Transferred Entity, (ii) any federal or state securities Laws or (iii) any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights of any other Person.
(b) Section 3.2(b) of the Parent Disclosure Schedule sets forth all of the authorized and issued Equity Interests of the Transferred Companies. Parent owns, directly or indirectly, all of the Equity Interests in the Transferred Entities free and clear of all Liens (other than any restrictions on transfer imposed by federal, state or local securities laws).
(c) Except as set forth on Section 3.2(c) of the Parent Disclosure Schedule, none of the Transferred Entities, (x) owns, directly or indirectly, beneficially or of record, or holds the right to acquire any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person or (y) is under any obligation to form or participate in, provide funds to, or make any loan, capital contribution, guarantee, credit enhancement or other investment in any Person, in each case, other than another Transferred Entity. As of the Closing, other than the Transferred Entities, Parent does not own, directly or indirectly, any Equity Interests in any Person that operates any business that would be included in the definition of “Business” if such business were operated by Parent or its Subsidiaries.
(d) To the knowledge of Parent, there are no material historical Liabilities associated with the entities listed on Section 3.2(d) of the Parent Disclosure Schedule.
