Capitalization; Ownership of Shares. (a) The authorized limited liability company interests of Master LLC consist of 50 Units as of the time immediately following the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time will consist of 56.18 Units. As of the date of this Agreement, all the outstanding limited liability company interests of Master LLC are held by Holdco 1 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLC. (b) The authorized capital stock of Medifax consists of 100 shares of common stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 shares of the common stock of Medifax are and will be issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1, and (C) on the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned of record by the Surviving LLC, in each case, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b) of the Disclosure Schedule. (c) As of the date of this Agreement, the authorized capital stock of Envoy consists of 1,000 shares of common stock. As of the date of this Agreement, 100 shares of Envoy common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in 3.03(c) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy Shares or obligating either Parent or Envoy (or their Affiliates) to issue or sell any shares of Envoy common stock, or any other interest in, Envoy. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the Envoy Shares constitute all the issued and outstanding capital stock of Envoy and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(c) of the Disclosure Schedule. (d) As of the date of this Agreement, the authorized capital stock of MedE consists of 100 shares of common stock. As of the date of this Agreement, 100 shares of MedE common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in Section 3.03(d) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE Shares or obligating either Parent or MedE (or their Affiliates) to issue or sell any shares of MedE common stock, or any other interest in, MedE. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the MedE Shares constitute all the issued and outstanding capital stock of MedE and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which no representation or warranty is made, or (ii) set forth in Section 3.03(d) of the Disclosure Schedule. (e) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of Envoy will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(e) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy interests or obligating Parent or Envoy (or their Affiliates) to issue or sell any interests in Envoy. (f) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of MedE will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(f) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE interests or obligating Parent or MedE (or their Affiliates) to issue or sell any interests in MedE. (g) As of November 15, 2006 and as of the Closing, the authorized limited liability company interests of EBS LLC consist of and will consist of 50 Units. As of November 15, 2006 and as of the Closing, all the outstanding limited liability company interests of EBS LLC are and will be held by Master LLC free and clear of all Encumbrances. As of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of EBS LLC will be held by Master LLC free and clear of all Encumbrances. As of November 15, 2006 and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of EBS LLC or obligating Master LLC to issue or sell any interests in EBS LLC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emdeon Inc.), Agreement and Plan of Merger (Emdeon Corp)
Capitalization; Ownership of Shares. (a) The authorized limited liability company interests of Master LLC consist of 50 Units as Section 3.2(a)(i) of the time immediately following the consummation Disclosure Schedule sets forth a complete and accurate list of the Reorganization authorized, issued and immediately prior to outstanding shares of Company Capital Stock and any shares of Company Capital Stock that are held in the LLC Merger Effective Time will consist of 56.18 Units. As Company’s treasury as of the date of this Agreement, all the outstanding limited liability company interests of Master LLC are held by Holdco 1 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLC.
(b) The authorized capital stock of Medifax consists of 100 shares of common stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 shares of the common stock of Medifax are and will be issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1, and (C) on the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned of record by the Surviving LLC, in each case, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b) of the Disclosure Schedule.
(c) As of the date of this Agreement, the authorized capital stock of Envoy consists of 1,000 shares of common stock. As of the date of this Agreement, 100 shares of Envoy common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in 3.03(c3.2(a)(i) of the Disclosure Schedule, there are no other shares or other equity interests in the Company issued, reserved for issuance or outstanding. The Company has never declared or paid any dividends on any shares of Company Capital Stock. All of the issued and outstanding shares of Company Capital Stock (including shares issued following the conversion of the Company SAFE) have been duly authorized and validly issued and are fully paid, non‑assessable and free of any preemptive rights. Except for this Agreement, Company Restricted Stock and the Company SAFE prior to its conversion into Company Capital Stock, there are no outstanding subscriptions, options, warrants, convertible calls, commitments or agreements of any character calling for the purchase or issuance of any security of the Company to which the Company is a party, including any securities representing the right to purchase or other rights, agreements, arrangements or commitments relating to the Envoy Shares or obligating either Parent or Envoy (or their Affiliates) to issue or sell otherwise receive any shares of Envoy common stockCompany Capital Stock. There are no outstanding phantom stock rights or stock appreciation rights granted by the Company to any Person. Except for the Company SAFE, there is no Indebtedness with voting rights (or convertible into, or exchangeable for, securities with voting rights) with respect to any other interest in, Envoy. As matters on which any equity holder of the date of this Agreement and at all times prior to the consummation Company may vote. Section 3.2(a)(ii) of the Reorganization, Disclosure Schedule sets forth an accurate and complete list of the Envoy Shares constitute holders of all of the issued and outstanding capital stock shares of Envoy Company Capital Stock, including the holder of the Company Capital Stock issued on conversion of the Company SAFE, the address of record of each such holder reflected in the Company’s corporate books and are records and the number, series and classes of shares of Company Capital Stock owned of record by Parent free and clear of all Encumbrances other than Encumbrances each such holder.
(ib) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(c3.2(b) of the Disclosure Schedule.
(d) As Schedule sets forth a complete list of the date of this Agreement, the authorized capital stock of MedE consists of 100 shares of common stockall Subsidiaries. As of the date of this Agreement, 100 shares of MedE common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except Except as set forth in on Section 3.03(d3.2(b) of the Disclosure Schedule, there are no options, warrants, convertible the Company: (i) does not own any equity securities or other rightsownership interest of any other Person; (ii) does not control any Person; (iii) does not have any investments in, agreementsor hold any interest, arrangements directly or commitments relating indirectly, in, any Person; and (iv) does not have any obligation or requirement, directly or indirectly, to provide capital contributions to, or invest in, any Person.
(c) There are no outstanding contractual obligations to which the MedE Shares or obligating either Parent or MedE Company is a party: (or their Affiliatesi) to issue repurchase, redeem or sell otherwise acquire any shares of MedE common stock, Company Capital Stock or any other interest in, MedE. As of equity interests in the date of this Agreement and at all times prior to the consummation of the Reorganization, the MedE Shares constitute all the issued and outstanding capital stock of MedE and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which no representation or warranty is made, Company; or (ii) relating to the voting of any shares of Company Capital Stock or other equity interests in the Company.
(d) All of the outstanding shares of Company Capital Stock have been issued and granted in compliance with: (i) all applicable state and federal securities Laws and all other applicable Laws; and (ii) all requirements set forth in Section 3.03(d) all applicable Contracts. None of the Disclosure Schedule.
(e) As outstanding shares of Company Capital Stock were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of Envoy will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(e) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy interests or obligating Parent or Envoy (or their Affiliates) to issue or sell any interests in EnvoyCompany.
(f) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of MedE will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(f) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE interests or obligating Parent or MedE (or their Affiliates) to issue or sell any interests in MedE.
(g) As of November 15, 2006 and as of the Closing, the authorized limited liability company interests of EBS LLC consist of and will consist of 50 Units. As of November 15, 2006 and as of the Closing, all the outstanding limited liability company interests of EBS LLC are and will be held by Master LLC free and clear of all Encumbrances. As of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of EBS LLC will be held by Master LLC free and clear of all Encumbrances. As of November 15, 2006 and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of EBS LLC or obligating Master LLC to issue or sell any interests in EBS LLC.
Appears in 1 contract
Samples: Merger Agreement (Appfolio Inc)
Capitalization; Ownership of Shares. (a) The authorized limited liability company interests of Master LLC consist of 50 Units as of the time immediately following the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time will consist of 56.18 Units. As of the date of this Agreement, all the outstanding limited liability company interests of Master LLC are held by Holdco 1 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLC.
(b) The authorized capital stock of Medifax consists of 100 shares of common stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 shares of the common stock of Medifax are and will be issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1, and (C) on the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned of record by the Surviving Master LLC, in each case, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b) of the Disclosure Schedule.
(c) As of the date of this Agreement, the authorized capital stock of Envoy consists of 1,000 shares of common stock. As of the date of this Agreement, 100 shares of Envoy common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in 3.03(c) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy Shares or obligating either Parent or Envoy (or their Affiliates) to issue or sell any shares of Envoy common stock, or any other interest in, Envoy. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the Envoy Shares constitute all the issued and outstanding capital stock of Envoy and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(c) of the Disclosure Schedule.
(d) As of the date of this Agreement, the authorized capital stock of MedE consists of 100 shares of common stock. As of the date of this Agreement, 100 shares of MedE common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in Section 3.03(d) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE Shares or obligating either Parent or MedE (or their Affiliates) to issue or sell any shares of MedE common stock, or any other interest in, MedE. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the MedE Shares constitute all the issued and outstanding capital stock of MedE and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which no representation or warranty is made, or (ii) set forth in Section 3.03(d) of the Disclosure Schedule.
(e) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of Envoy will be validly issued, fully paid and non-assessable, held by the Surviving Master LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(e) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy interests or obligating Parent or Envoy (or their Affiliates) to issue or sell any interests in Envoy.
(f) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of MedE will be validly issued, fully paid and non-assessable, held by the Surviving Master LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(f) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE interests or obligating Parent or MedE (or their Affiliates) to issue or sell any interests in MedE.
(g) As of November 15, 2006 and as of the Closing, the authorized limited liability company interests of EBS LLC consist of and will consist of 50 Units. As of November 15, 2006 and as of the Closing, all the outstanding limited liability company interests of EBS LLC are and will be held by Master LLC free and clear of all Encumbrances. As of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of EBS LLC will be held by Master LLC free and clear of all Encumbrances. As of November 15, 2006 and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of EBS LLC or obligating Master LLC to issue or sell any interests in EBS LLC.
Appears in 1 contract
Samples: Merger Agreement (Emdeon Corp)
Capitalization; Ownership of Shares. (a) The Company has, and on the Closing Date will have, total authorized limited liability company interests share capital of Master LLC consist 1000 shares of 50 Units as of the time immediately following the consummation of the Reorganization and immediately Common Stock, each share having no par value. Immediately prior to the LLC Merger Effective Time will consist of 56.18 Units. As purchase of the date of Shares by Purchaser pursuant to this Agreement, all the outstanding limited liability company interests number of Master LLC are held by Holdco 1 free shares of each class of capital stock issued and clear outstanding, and the number of all Encumbrances. Except options, warrants and securities convertible into any capital stock will be as set forth on the capitalization table set forth in Section 3.03(a) 2.03 of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLCSchedule hereto.
(b) The authorized capital stock of Medifax consists of 100 shares of common stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 shares of the common stock of Medifax are and will be issued and outstanding, all of which Shares are validly issued, fully paid and nonassessable. As nonassessable and except as disclosed in Section 2.03 of the date Disclosure Schedule, are not subject to any preemptive rights, and there are no voting trust agreements, shareholders’ agreements, proxies, restraints on transfer or other contracts, agreements or arrangements restricting voting or dividend rights or transferability with respect to the Shares.
(c) The Shareholders each own the Shares free and clear of this Agreement any Liens, pledges, restrictions, contractual obligations, charges, encumbrances or restraints on transfer and as Purchaser will acquire good and marketable title to the Shares free and clear of all Liens. The Shareholders are the sole record and beneficial owners of the Shares. Upon endorsement by the Shareholders of the certificates representing the Shares and delivery thereof to the Escrow Agent at Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1Shares, and (C) good and marketable title thereto, will have been duly transferred to Escrow Agent to hold on behalf of and in the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned name of record by the Surviving LLC, in each casePurchaser, free and clear of all Encumbrances other than Encumbrances (i) any Liens, pledges, restrictions, contractual obligations, charge, encumbrance or restraint on transfer whatsoever created pursuant to by the Debt FinancingCompany or the Shareholder, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b) and Purchaser will be the sole record and beneficial owner of the Disclosure ScheduleShares.
(cd) As of the date of this Agreement, the authorized capital stock of Envoy consists of 1,000 shares of common stock. As of the date of this Agreement, 100 shares of Envoy common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except Except as set forth disclosed in 3.03(c) Section 2.03 of the Disclosure Schedule, there are no outstanding options, rights to purchase, warrants, convertible securities rights, privileges or other rightsarrangements, agreementspreemptive, arrangements contractual or commitments relating otherwise, to acquire or to compel the Envoy Shares or obligating either Parent or Envoy (or their Affiliates) to issue or sell sale of any shares of Envoy common stockcapital stock or other securities of, or any other interest in, Envoy. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the Envoy Shares constitute all the issued and outstanding capital stock of Envoy and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(c) of the Disclosure Schedule.
(d) As of the date of this Agreement, the authorized capital stock of MedE consists of 100 shares of common stock. As of the date of this Agreement, 100 shares of MedE common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in Section 3.03(d) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE Shares or obligating either Parent or MedE (or their Affiliates) to issue or sell any shares of MedE common stock, or any other interest in, MedE. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the MedE Shares constitute all the issued and outstanding capital stock of MedE and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which no representation or warranty is made, or (ii) set forth in Section 3.03(d) of the Disclosure Schedule.
(e) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of Envoy will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(e) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy interests or obligating Parent or Envoy (or their Affiliates) to issue or sell any equity interests in Envoythe Company.
(f) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of MedE will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(f) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE interests or obligating Parent or MedE (or their Affiliates) to issue or sell any interests in MedE.
(g) As of November 15, 2006 and as of the Closing, the authorized limited liability company interests of EBS LLC consist of and will consist of 50 Units. As of November 15, 2006 and as of the Closing, all the outstanding limited liability company interests of EBS LLC are and will be held by Master LLC free and clear of all Encumbrances. As of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of EBS LLC will be held by Master LLC free and clear of all Encumbrances. As of November 15, 2006 and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of EBS LLC or obligating Master LLC to issue or sell any interests in EBS LLC.
Appears in 1 contract
Capitalization; Ownership of Shares. (a) The authorized limited liability company interests of Master LLC consist of 50 Units as of the time immediately following the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time will consist of 56.18 Units. As of the date of this Agreement, all the outstanding limited liability company interests of Master LLC are held by Holdco 1 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of Master LLC will be held by Holdco 1 and Holdco 2 free and clear of all Encumbrances. Except as set forth in Section 3.03(a) of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating Holdco 1, Holdco 2 or Parent (or their Affiliates) to issue or sell any interests in Master LLC.
(b) The authorized capital stock of Medifax the Company consists solely of 100 1,000 shares of common stockCommon Stock, par value $0.01 per share. As of the date of this Agreement and as of the Closing, 78 which 200 shares of the common stock of Medifax Common Stock are and will be issued and outstanding. All of the Shares are duly authorized, all of which are validly issued, fully paid and nonassessablenon-assessable and were not issued in violation of any preemptive rights. As of the date of this Agreement and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Medifax Shares or obligating either Parent, Holdco 1, Envoy or Medifax (or their Affiliates) to issue or sell any shares of Medifax common stock, or any other interest in, Medifax. The Medifax Shares constitute all the issued and outstanding capital stock of Medifax and (A) are owned of record by Envoy, (B) as of the time immediately after the consummation of the Reorganization will be owned of record by Holdco 1, and (C) on the Closing Date and immediately after the Corporate Merger Effective Time (and after giving effect to the Medifax Contribution) will be owned of record by the Surviving LLC, in each case, free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(b) of the Disclosure Schedule.
(c) As of the date of this Agreement, the authorized capital stock of Envoy consists of 1,000 shares of common stock. As of the date of this Agreement, 100 shares of Envoy common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in 3.03(c) of the Disclosure Schedule, there There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy Shares or obligating either Parent the Seller or Envoy (or their Affiliates) the Company to issue or sell any shares of Envoy common stockCommon Stock, or any other interest in, Envoythe Company. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the Envoy The Shares constitute all the issued and outstanding capital stock of Envoy the Company and are owned of record and beneficially by Parent the Seller, which ownership shall be, as of the Closing Date, free and clear of all Encumbrances, except for Encumbrances other than arising in connection with this Agreement and those imposed by the Purchaser. Upon the consummation of the Closing, the Purchaser will be the beneficial owner of the entire equity interest in the Company, free and clear of all Encumbrances, except for any Encumbrances imposed by the Purchaser.
(b) Section 3.03(b) of the Disclosure Schedule sets forth a true and complete list of the Subsidiaries of the Company, including, with respect to each Subsidiary, (i) created pursuant to the Debt Financingits name and jurisdiction of incorporation or organization, as to which Encumbrances no representation or warranty is made, or (ii) the number of authorized equity interests, (iii) the total number of equity interests thereof that are outstanding, (iv) the percentage of the total outstanding equity interests held by the Seller, the Company or any other Acquired Company, as the case may be, and the identity of each such holder (each such equity interest held by the Seller, the Company or any other Acquired Company, a “Subsidiary Equity Interest”) and (v) the percentage of the total outstanding equity interests held by a Person other than the Seller, the Company or any other Acquired Company and the identity of each such holder. There are no authorized or outstanding equity interests of any Subsidiary other than the Subsidiary Equity Interests, and there are no authorized or outstanding equity interests or other securities convertible into or exchangeable for any equity interests of any Subsidiary. All Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any preemptive rights and, as of the Closing shall not be subject to any Encumbrances, except for Encumbrances arising in connection with this Agreement and those imposed by Purchaser. No Acquired Company owns, controls or has any rights to acquire, directly or indirectly, any capital stock or other equity interests or debt instruments of any Person, except for the Operating Subsidiaries set forth in Section 3.03(c3.03(b) of the Disclosure Schedule. All of the outstanding equity securities and other securities of each Subsidiary are owned of record and beneficially by one or more of the Acquired Companies, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.03(b) of the Disclosure Schedule.
(dc) As of the date of this Agreement, the authorized capital stock of MedE consists of 100 shares of common stock. As of the date of this Agreement, 100 shares of MedE common stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. As of the date of this Agreement, except as set forth in Section 3.03(d) of the Disclosure Schedule, there There are no options, warrants, equity securities, calls, rights or other Contracts to which any Acquired Company is a party or by which any Acquired Company is bound obligating any Acquired Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of any Acquired Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation rights or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other agreements or undertakings with respect to the capital stock or other equity interests of any Acquired Company. No holder of Indebtedness of any Acquired Company has any right to convert or exchange such Indebtedness for any equity securities or other rightssecurities of any Acquired Company. No holder of Indebtedness of any Acquired Company has any rights to vote for the election of directors of any Acquired Company or to vote on any other matter.
(d) There are no obligations, agreementscontingent or otherwise, arrangements of any Acquired Company to repurchase, redeem or commitments relating to the MedE Shares or obligating either Parent or MedE (or their Affiliates) to issue or sell otherwise acquire any shares of MedE common stockcapital stock of any Acquired Company. No Acquired Company is subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Acquired Company or any other interest in, MedE. As of the date of this Agreement and at all times prior to the consummation of the Reorganization, the MedE Shares constitute all the issued and outstanding capital stock of MedE and are owned of record by Parent free and clear of all Encumbrances other than Encumbrances (i) created pursuant to the Debt Financing, as to which no representation or warranty is made, or (ii) set forth in Section 3.03(d) of the Disclosure SchedulePerson.
(e) As The Operating Subsidiaries constitute all of the time immediately after “significant” (as such term is defined in the consummation Exchange Act) Subsidiaries of the Reorganization Company. The Company has no Subsidiaries other than the Operating Subsidiaries and as the Dormant Subsidiaries, and all of the Closing, all the outstanding limited liability company interests of Envoy will Acquired Companies were acquired or established (or caused to be validly issued, fully paid and non-assessable, held established) by the Surviving LLC free and clear Seller on or after October 1, 2014. Each of all Encumbrances the Dormant Subsidiaries is a dormant entity which owns no assets (other than Encumbrances immaterial assets), conducts no business or operations, has no Liabilities or employees, is not party to any Contracts (i) created pursuant to the Debt Financing, as to which Encumbrances no representation or warranty is made, or (ii) set forth in Section 3.03(e) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Envoy interests or obligating Parent or Envoy (or their Affiliates) to issue or sell any interests in Envoy.
(f) As of the time immediately after the consummation of the Reorganization and as of the Closing, all the outstanding limited liability company interests of MedE will be validly issued, fully paid and non-assessable, held by the Surviving LLC free and clear of all Encumbrances other than Encumbrances (iimmaterial Contracts) created pursuant to the Debt Financing, as to which Encumbrances and generates no representation or warranty is made, or (ii) set forth in Section 3.03(f) of the Disclosure Schedule. As of the Closing, there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the MedE interests or obligating Parent or MedE (or their Affiliates) to issue or sell any interests in MedE.
(g) As of November 15, 2006 and as of the Closing, the authorized limited liability company interests of EBS LLC consist of and will consist of 50 Units. As of November 15, 2006 and as of the Closing, all the outstanding limited liability company interests of EBS LLC are and will be held by Master LLC free and clear of all Encumbrances. As of the time immediately after the consummation of the Reorganization and immediately prior to the LLC Merger Effective Time, all the outstanding limited liability company interests of EBS LLC will be held by Master LLC free and clear of all Encumbrances. As of November 15, 2006 and as of the Closing, there are and will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of EBS LLC or obligating Master LLC to issue or sell any interests in EBS LLCrevenue.
Appears in 1 contract
Samples: Stock Purchase Agreement (Platform Specialty Products Corp)
