Capitalization; Ownership of Equity Interests. (a) Prior to the date of this Agreement, the Restructuring was effected in accordance with the Restructuring Agreement. As of immediately prior to the Restructuring, (i) the issued and outstanding Group Entity Interests with respect to each Group Entity and its owners of record were as set forth on Schedule 4.05(a) of the Disclosure Schedule (other than such failures to be true and correct that, individually or in the aggregate, are de minimis in nature) and (ii) except as set forth on Schedule 4.05(a) of the Disclosure Schedule, no Group Entity held any authorized, designated, issued or outstanding Equity Interests, and other than as expressly provided in the applicable LLC Agreement or Side Letter of such Group Entity referenced in Schedule 4.05(a) of the Disclosure Schedule (each of which were extinguished upon the consummation of the Restructuring and replaced with a Wholly-Owned Operating Agreement) or the replacement Wholly-Owned Operating Agreements entered into in connection with the Restructuring (with true, complete and correct copies of the forms of such Organizational Documents having been furnished to Parent prior to the date of this Agreement), there are no outstanding or authorized options, warrants, convertible or exchangeable securities, Contracts, subscriptions, rights, calls, commitments, agreements or understandings of any character whatsoever, fixed or contingent, to which any Group Entity or any of its Subsidiaries are a party that directly or indirectly (1) require or call for the issuance, redemption, delivery, sale, pledge or other disposition of any Equity Interests of any Group Entity, or any securities convertible into, or other rights to acquire, any Equity Interests of any Group Entity, (2) obligate any Group Entity to grant, offer or enter into any of the foregoing, or (3) relate to the voting, transfer, ownership or control of the Equity Interests of any Group Entity.
(b) All of the Group Entity Interests of each Group Entity have been duly authorized and validly issued and are fully-paid and non-assessable with no Liability attaching to the ownership thereof (other than (i) as expressly provided in the applicable LLC Agreement or Side Letter of such Group Entity referenced in Schedule 4.05(b) of the Disclosure Schedule (each of which were extinguished upon the consummation of the Restructuring and replaced with a Wholly-Owned Operating Agreement) or (ii) to the extent such Liabilities are solely owed by Members and not owed...
Capitalization; Ownership of Equity Interests. (a) The Equity Interests have been duly authorized and validly issued and were not issued in violation of, and are not subject to, any preemptive or subscription rights. There are no options, warrants, puts, calls, “phantom” stock rights, convertible or exchangeable securities or other rights, agreements, arrangements or commitments relating to the Equity Interests, or any other interest in, the Company, or obligating either the Seller or the Company to issue, sell, purchase, redeem or otherwise acquire any of the Equity Interests, or any other interest in, the Company or which give any other Person the right to receive any benefits or rights similar to any rights enjoyed by the Seller as the holder of Equity Interests or to provide fluids to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company. The Equity Interests constitute all the issued and outstanding equity interests of the Company and are owned of record and beneficially by the Seller free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Plan and registration of the Purchased Equity Interests in the name of the Purchaser in the records of the Company, the Purchaser will own Equity Interests representing 100% of the issued and outstanding membership interests of the Company, free and clear of all Encumbrances. The Company does not own stock or any other equity interests, nor does it have any obligation to make any investment, in any corporation, partnership or other Person.
(b) Section 3.03(b) of the Disclosure Schedule sets forth, with respect to each Subsidiary, its name, type of entity, the jurisdiction of its organization, formation and qualification and its authorized and outstanding equity interests as of the date hereof. All of the equity interests for each Subsidiary that is a corporation are validly issued, fully paid and nonassessable. All of the equity interests for each Subsidiary that is not a corporation were duly authorized and are validly issued. The equity interests set forth in Section 3.03(b) of the Disclosure Schedule were not issued in violation of, and are not subject to, any preemptive or subscription rights. There are no options, warrants, puts, calls, “phantom” stock rights, convertible or exchangeable securities or other rights, agreements, arrangements or commitments relating to the equity interests of any Subsidiary or obligating either the Company or any Subsidiary to i...
Capitalization; Ownership of Equity Interests. (a) The Class A Common Shares of the Purchaser and Class A Junior Preferred Shares of the Purchaser have been duly authorized and validly issued and were not issued in violation of, and are not subject to, any preemptive or subscription rights. There are no options, warrants, puts, calls, “phantom” stock rights, convertible or exchangeable securities or other rights, agreements, arrangements or commitments relating to the Class A Common Shares of the Purchaser or Class A Junior Preferred Shares of the Purchaser, or any other interest in, the Purchaser, or obligating the Purchaser to issue, sell, purchase, redeem or otherwise acquire any of the Class A Common Shares of the Purchaser or Class A Junior Preferred Shares of the Purchaser, or any other interest in, the Purchaser or which give any other Person the right to receive any benefits or rights similar to any rights enjoyed by a holder of Class A Common Shares of the Purchaser or Class A Junior Preferred Shares of the Purchaser or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Purchaser (other than pursuant to the Subscription Agreement and the Debt Commitment Letter). Upon consummation of the transactions contemplated by this Agreement and registration of the Class A Common Shares of the Purchaser and Class A Junior Preferred Shares of the Purchaser in the name of the Seller in the books and records of the Purchaser, the Seller will own the Class A Common Shares of the Purchaser and Class A Junior Preferred Shares of the Purchaser representing 49% of the issued and outstanding number of such shares of the Purchaser, free and clear of all Encumbrances. The Purchaser does not own stock or any other equity interests, nor does it have any obligation to make any investment, in any corporation, partnership or other Person.
Capitalization; Ownership of Equity Interests. The total authorized, issued and outstanding Equity Interests are set forth on Section 3.02 of the Disclosure Schedules. All of the issued and outstanding Equity Interests are owned by the Sellers. All outstanding Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable, free and clear of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Equity Interests or obligating either the Sellers or the Medvend Entities to issue or sell any Equity Interests, or any other interest in, any Medvend Entity.
Capitalization; Ownership of Equity Interests. Set forth on Schedule 3.5(a) is the authorized capital stock, membership interests, partnership interests or other equity securities of the Purchased Companies and the ownership of such capital stock, membership interests, partnership interests or other equity interests (such issued and outstanding shares or other equity interests, the “Subsidiary Interests”) as of the date of this Agreement. The authorized capital stock, membership interests, partnership interests or other equity interests set forth on Schedule 3.5(a) constitute the only issued and outstanding shares of capital stock, membership interests, partnership interests or other equity interests of the Purchased Companies on the date of this Agreement and such shares or equity interests have been all duly authorized and, to the extent the following concepts are applicable thereto, are validly issued and fully paid, and are non-assessable.
Capitalization; Ownership of Equity Interests. As of immediately following the consummation of the Reorganization through the date hereof, the authorized, issued and outstanding Equity Interests of the Purchased Companies and the current ownership of such Equity Interests is set forth on Schedule 3.6(b). The Equity Interests set forth on Schedule 3.6(b) constitute the only authorized, issued and outstanding Equity Interests of the Purchased Companies, and all such Equity Interests have been all duly authorized, validly issued, fully paid and are non-assessable, to the extent such concepts are applicable thereto, and are free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws.
Capitalization; Ownership of Equity Interests. The authorized capital stock and Equity Interests of each Purchased Company and the current ownership of such Equity Interests as of the date hereof is set forth in Schedule 3.7(b). The Equity Interests set forth in Schedule 3.7(b) constitute the only issued and outstanding Equity Interests of the Purchased Companies, and such Equity Interests have been all duly authorized and, to the extent the following concepts are applicable thereto, are validly issued and fully paid, and are nonassessable. The registered capital of each PRC Purchased Company has been contributed in full.
Capitalization; Ownership of Equity Interests. (a) The Purchased Interests in the Target Company constitute all of the outstanding limited liability company membership interests of the Target Company, all of the Purchased Interests are owned by Seller, and all such Purchased Interests are free and clear of all Liens and are free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) other than restrictions on transfer under applicable U.S. federal and state securities Laws.
(b) The Target Company has no Subsidiaries.
(c) There are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar Contracts or rights of any kind to which the Target Company is a party or by which the Target Company is bound obligating the Target Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests in, or securities convertible into, or exchangeable or exercisable for Equity Interests in, the Target Company or obligating the Target Company to issue, grant, extend or enter into any such security, option, warrant, call, right of Contract. The Target Company is not a party to any Contract requiring it to repurchase, redeem or otherwise acquire any of its Equity Interests or make any material investment (in the form of a loan, capital contribution or otherwise) in any other Person.
(d) All material corporate books and records of the Target Company (i) have been made available to Buyer and (ii) have been maintained in accordance with sound business practices.
Capitalization; Ownership of Equity Interests. The authorized capital stock, membership interests or other equity securities of the Company and its Subsidiaries and the current ownership of such capital stock, membership interests or other equity interests as of the date hereof is set forth in Schedule 4.8(b). Schedule 4.8(b) also sets forth, as of the date hereof, with respect to each Company Stock Option, the holder thereof, the number of shares of Common Stock subject thereto, the exercise price thereof and the date of grant. The authorized capital stock, membership interests or other equity interests set forth in Schedule 4.8(b) constitute the only issued and outstanding shares of capital stock, membership interests or other equity interests of the Company and its Subsidiaries on the date hereof, and such shares or equity interests have been all duly authorized and, to the extent the following concepts are applicable thereto, are validly issued and fully paid, and are nonassessable.
Capitalization; Ownership of Equity Interests. Schedule 3.6(b) sets forth, as of the close of business on September 25, 2014, (i) the name and address of record of each Fully Diluted Common Holder and the securities of the Company owned of record by each Fully Diluted Common Holder, and, (ii) the name of each holder of Company Stock Options and Company RSUs, and in each case with respect to Company Stock Options, Company RSUs, and any other options, warrants, instruments and other rights to acquire capital stock of the Company (collectively, “Company Securities”), (A) the per-share exercise price payable therefor, (B) the number of shares of the Company’s Common Stock that each Company Security is exercisable for (all of which Company Securities shall vest at the Closing), (C) whether the holder of such Company Securities is an employee of the Company as of the date hereof, and (D) whether the vesting of such Company Securities shall be accelerated as a result of the Merger. To the Knowledge of the Company, each Fully Diluted Common Holder of record owns all beneficial interest in such securities. The authorized capital stock, membership interests or other equity interests set forth in Schedule 3.6(b) constitute the only shares of capital stock, membership interests or other equity interests of the Company and its Subsidiaries on the date hereof, and such shares or equity interests have been all duly authorized and, to the extent the following concepts are applicable thereto and to the extent such shares or equity interests are issued and outstanding, are validly issued and fully paid, and are nonassessable. All of the issued and outstanding shares of Common Stock, and all Company Stock Options and Company RSUs, were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the shares of Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Options will, when issued (assuming that such shares would be issued), be duly authorized, validly issued, fully paid and nonassessable.
