Common use of Capitalization of the Transferred Entities Clause in Contracts

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 Transferred Interests are duly authorized, validly issued, fully paid and nonassessable and owned by SellersSeller, the Selling Subsidiaries or the Transferred Entities, free and clear of all Liens, other than Permitted LiensLiens and have not been issued in violation of any preemptive or similar rights. Except for the Transferred Interests or Interests, any interest held by a Transferred EntityEntity or as set forth in Section 3.2(a) of the Seller Disclosure Schedule, 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 securities or other equity interests of any Transferred Entity, and no securities other equity interests evidencing 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 securities having the right to vote) with the equityholders stockholders or holder of equity interests of such Transferred Entity on any matter.

Capitalization of the Transferred Entities. (a) The Transferred Interests are duly authorized, validly issued, fully paid and nonassessable and owned by Sellersthe applicable Selling Sub, free and clear of all Liens, other than Permitted . The Transferred Entities own the equity interests in their Subsidiaries free and clear of all Liens. Except for the Transferred Interests or any interest held by a Transferred Entity, there There are no shares of capital common stock or other equity preferred stock or similar partnership interests of any Transferred Entities Entity 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 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 equity interests securities of any Transferred Entity, and no securities evidencing such rights are authorized, issued or outstanding. None of the Transferred Entities has have 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 securities having the right to vote) with the equityholders stockholders or other equity owners of such Transferred Entity on any matter.