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 the Organizational Documents of any Transferred Entity, 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 the Organizational Documents of any Transferred Entity, 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.
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.
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.
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. 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 Shares are duly authorized and validly issued. Except for the Shares, no Equity Interests of the Company are, or as of the Closing will be, issued and outstanding.
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.
Capitalization of the Transferred Entities. (a) Section 4.4(a) of the Parent Disclosure Schedule sets forth a true and correct list of the Transferred Entities, listing for each its name, its jurisdiction of organization, each jurisdiction in which it is licensed to conduct business as a foreign corporation (if such Transferred Entity is organized in a jurisdiction located in the United States), the number and type of its issued and outstanding Shares and the current record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and non-assessable and owned by Parent and the Sellers, as applicable, and upon the consummation of the Closing, free and clear of all Liens attributable to Parent, the Sellers or the Transferred Entities other than Permitted Liens.
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.
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.
