Capitalization; Prior Activities Sample Clauses
Capitalization; Prior Activities. (a) Schedule 4.03(a) of the Disclosure Schedules sets forth the issued and outstanding Equity Securities of such Blocker and the record holder of such Equity Securities. Except as contemplated by this Agreement, there are no outstanding or authorized options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights, or other obligations, agreements or commitments to which such Blocker is a party or binding on such Blocker providing for the issuance, repurchase, grant, purchase, registration for sale, redemption, retirement, disposition, or acquisition of any of its Equity Securities or any other equity or any rights or interests exercisable therefor. There are no outstanding, promised or authorized equity appreciation rights, phantom equity, profit participation or similar rights with respect to such Blocker.
(b) Except for the Units directly owned by such Blocker, such Blocker does not have (x) any equity interest, directly or indirectly, in any Person or (y) any other material assets (other than those arising under its or the Company’s Organizational Documents, or incidental to its formation, existence or ownership of Units or the Transactions, including nominal amounts necessary for the corporate maintenance and existence thereof). Such Blocker was formed for the sole purpose of, and has conducted no business activity or conducted any operation other than, related to its directly holding the Company Units, and, in each case, activities ancillary thereto or to its formation or continued existence or the Transactions. Without limiting the generality of the foregoing, such Blocker (i) has no, and has never had any, employees, (ii) does not own or lease, and has never owned or leased, any real property or personal property and (iii) does not have any material liabilities or obligations (other than for Permitted Liens, or liabilities or obligations incurred in connection with its ownership of Units or the Transactions).
Capitalization; Prior Activities. (a) The issued and outstanding Blocker Interests of such Blocker are set forth on Schedule 4.6(a). The Blocker Interests issued by such Blocker are duly authorized, validly issued, fully paid and, with respect to Blocker Interests issued by RCP Blocker, are non-assessable. None of the Blocker Interests issued by such Blocker are subject to any preemptive right, registration right, any transfer restriction under any Contract, right of first refusal, first offer, drag-along right, tag-along right, any right contingent upon, or exercisable in connection with, any sale, transfer or other disposition of such Blocker Interests, any similar rights or restrictions, or subject to any option, contract, call, put, right to subscribe or conversion right. Except as set forth in such Blocker’s Governing Documents, such Blocker is not a party to any Contract, or subject to any obligation (contingent or otherwise) requiring the repurchase, redemption, acquisition, issuance, disposition or retirement of any Equity Securities of such Blocker. Other than as set forth in such Blocker’s Governing Documents, there are no proxies or voting trusts with respect to, or any Contracts or arrangements with respect to the holding, voting or transfer of, such Blocker Interests, to which such Blocker is a party.
(b) Except for the Blocker Units held by such Blocker, such Blocker (i) does not directly or indirectly hold any Equity Securities of any Person (other than (A) its Subsidiaries, if any, set forth on Schedule 4.6(b)(i), each of which is directly or indirectly wholly owned by such Blocker and (B) any Barteca Entity), (ii) except as set forth on Schedule 4.6(b)(ii) and except for liabilities incurred, and assets received, in connection with Taxes payable by such Blocker, does not have any assets, operations, Liabilities, employees or Contracts and is not subject to any Liens and (iii) has not engaged in any other business. Such Blocker was formed for the sole purpose of, and such Blocker has conducted no activity other than, holding the Blocker Units held by such Blocker and any activities ancillary or related thereto.
(c) Such Blocker and each of its Subsidiaries, if any, are and, since January 1, 2015, have been, in compliance with all Laws applicable to it or its property or assets and all Contracts and other instruments binding upon it or its property or assets.
(d) Such Blocker and its Subsidiaries, if any, possesses all Permits necessary for the lawful ownership of its proper...