Capitalization; Title. (a) The total issued and outstanding equity of the Partnership consists of the Interests plus the interests of the Managing General Partner and the Administrative General Partner as set forth in Section 4.3(a) of the Disclosure Schedule. The aggregate capital contribution amount set forth in Section 4.3(a) of the Disclosure Schedule is the true and correct amount of aggregate capital contributions made by such LP Seller to the Partnership.
(b) The authorized capital and number of outstanding shares of capital of each SPV (the "SPV Shares") are as set forth in Section 4.3(b) of the Disclosure Schedule. All SPV Shares are validly issued and outstanding, fully paid, and non-assessable. The Partnership owns, beneficially and of record, and has good, valid, and marketable title to all of the SPV Shares, free and clear of any and all Encumbrances. No Person has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from the Partnership of any SPV shares.
(c) Except as set forth in the Partnership Agreement, there are no outstanding or authorized options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities, contracts, arrangements, understanding or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any equity of the Company or any securities convertible into, exchangeable for or carrying a right or option to purchase any equity of the Company or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of equity of the Company. Except as set forth in the Partnership Agreement, there are no outstanding agreements among partners or members, registration rights agreements, or rights of first refusal pertaining to the Company's equity interests. None of the outstanding equity securities of the Company has been issued in violation of any rights of any Person or in violation of any Law.
Capitalization; Title. The authorized capital of the Administrative General Partner consists of 50,000 shares, par value $1.00 per share, of which 1,000 shares are outstanding. All AGP Shares are validly issued and outstanding, fully paid, and non-assessable. The Administrative General Partner has good, valid, and marketable title to all of the Interests the Administrative General Partner owns, free and clear of any and all Encumbrances. Xxxxxxxxxxxxx owns, beneficially and of record, and has good, valid, and marketable title to and the right to transfer to Purchaser, all of the AGP Shares, free and clear of any and all Encumbrances. At the Closing, Xxxxxxxxxxxxx will convey ownership of the AGP Shares, free and clear of any and all Encumbrances. No Person other than Purchaser has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from Xxxxxxxxxxxxx of any AGP Shares.
Capitalization; Title. (a) The authorized capital of the Managing General Partner consists of 500 shares of stock, without par value, of which 100 shares are outstanding. All MGP Shares are validly issued and outstanding, fully paid, and non-assessable. The Managing General Partner has good, valid, and marketable title to all of the Interests the Managing General Partner owns, free and clear of any and all Encumbrances. MGP Stockholder owns, beneficially and of record, and has good, valid, and marketable title to and the right to transfer to Purchaser, all of the MGP Shares, free and clear of any and all Encumbrances. At the Closing, MGP Stockholder will convey ownership of the MGP Shares, free and clear of any and all Encumbrances. No Person other than Purchaser has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from MGP Stockholder of any MGP Shares.
Capitalization; Title. Prior to the issuance of the Seller Golden Unit to Buyer Parent, all of the outstanding Seller Membership Interests are owned of record and beneficially by WNGL, free and clear of any Encumbrances. The outstanding Company Membership Interest is owned of record and beneficially by Seller, free and clear of any Encumbrances. The Seminole Stock is owned of record and beneficially by the Company, free and clear of any Encumbrances except as set forth on Schedule 2.2. All of the Membership Interests and the Seminole Stock have been duly authorized and validly issued. Except for this Agreement, the Mapletree Purchase Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the Membership Interests. There are no voting trusts or other agreements or understandings to which any of the Seller or any of its Subsidiaries is a party with respect to the voting of the Membership Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement and the Seminole Purchase Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Membership Interests or any securities convertible into or exchangeable for any Membership Interests. The Seller has valid and marketable title to the Subject Membership Interest and the sale and transfer of the Subject Membership Interest by the Seller to the Buyer hereunder will transfer title to the Subject Membership Interest to the Buyer free and clear of any Encumbrances.
Capitalization; Title. (a) Set forth on Schedule 3.4(a) of the Group LLC Disclosure Schedules is a true and complete of the list of the following with respect to each member of the Contributed Companies other than Group LLC: (i) the name and jurisdiction of organization of such Contributed Company, (ii) the issued and outstanding equity interests of such Contributed Company and the beneficial and record holder(s) thereof, and (iii) the directors and managers of each Contributed Company.
(b) Group LLC is the lawful record and beneficial owner of, and has good and valid title to, the Contributed Interests free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws, or the terms of any agreement entered into between the Parties. There are no outstanding options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights, profits participation rights, rights of first refusal or rights of first offer, preemptive rights or other similar rights of any kind to which any member of the Contributed Companies is a party or which are binding upon any member of the Contributed Companies. No member of the Contributed Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Contributed Interests.
(c) Except for the twenty-five percent (25%) membership interest of GDOGP held by a Third Party and the Contributed Interests, the Contributed Companies do not have any other authorized or issued equity securities.
(d) Except as set forth on Schedule 3.4(d) of the Group LLC Disclosure Schedules, and except to the extent any Encumbrances will be fully released and discharged at the Closing, the Contributed Interests are free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws.
(e) None of the Contributed Companies has violated in any material respect any applicable securities Laws or any preemptive or similar rights created by statute, Organizational Documents or agreement in connection with the offer, sale, issuance or allotment of any of the Contributed Interests.
(f) The Contributed Companies do not have any liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated, and there are not contractual restrictions of any kind which prevent the payment of the foregoing by the Contributed Companies.
(g) The Contributed Companies have good,...
Capitalization; Title. (a) The entire authorized, issued and outstanding capital stock or other ownership interests in each of the Corporations, and the record (or, as the case may be, legal title holder) and beneficial owner or owners thereof, are set forth in Schedule 4.2(a). All of the Stock of HWL and HAB is duly authorized, validly issued, fully paid and nonassessable. The shares of HGmbH are duly authorized, validly issued, fully paid and nonassessable. The Stock represents all of the outstanding ownership interests in the Corporations. Except as set forth on Schedule 4.2(a), the Stock is owned by Seller free and clear of any Liens or Restrictions.
(b) Other than pursuant to this Agreement or as set forth in Schedule 4.2(b), there is no preemptive right, subscription right, option, warrant, call, proxy, voting trust, voting agreement, right, contract, agreement, commitment, understanding or arrangement with respect to the issuance, sale, delivery or transfer of any of the Stock, including any right of conversion or exchange under any security or other instrument.
(c) Upon transfer of the Stock to Purchaser in accordance with the terms of Article II hereof, Purchaser will receive good title to the Stock free and clear of all Liens and Restrictions.
Capitalization; Title. (a) The Acquired Company's authorized capitalization consists of Four Hundred (400) common shares having no par value per share, of which Three Hundred (300) shares are issued and outstanding.
(b) Each Shareholder is the true and lawful beneficial and record owner of One Hundred (100) of the Acquired Company Shares and such shares are owned by such shareholder free and clear of all liens, security interests, charges, options, agreements, and encumbrances.
(c) Each Shareholder is the true and lawful beneficial and record owner of that number of Series A Preferred Shares indicated on Exhibit A attached hereto.
(d) All of the Acquired Company Shares are validly issued, fully paid, and nonassessable and there are, and shall be as of or on the Closing Date, no options, calls, warrants, or any other securities, rights or common share equivalents outstanding, which are convertible into, exercisable for or relate to, any capital shares of the Acquired Company. All Acquired Company Shares were issued in compliance with all applicable federal and state securities laws, rules, and regulations.
Capitalization; Title. (a) Schedule 3.3(a) sets forth the number of outstanding Equity Securities of each ADS Company and the record owner thereof. No other Equity Securities of any of the ADS Companies are issued and outstanding and the ADS Equity Interests constitute all of the issued and outstanding Equity Securities of the ADS Companies.
(b) All of the issued and outstanding Equity Securities of the ADS Companies were validly issued and are fully paid, nonassessable and are owned beneficially and of record by the ADS Equity Sellers, as applicable, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities Laws). The ADS Equity Interests have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights under any Contract or any provision of applicable Law or any Organizational Document of any ADS Company.
(c) There are no outstanding (i) subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, “phantom” stock rights, stock appreciation rights, stock based performance units, convertible or exchangeable securities, including any right of conversion or exchange under any outstanding security, debenture, instrument or other agreement obligating any of the ADS Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Securities of any of the ADS Companies or obligating any of the ADS Companies to grant, extend or enter into any such agreement or commitment, or (ii) obligations of any of the ADS Companies to repurchase, redeem or otherwise acquire any securities referred to in clause (i).
(d) Except for this Agreement, there are no voting trusts, proxies or other Contracts to which any of the ADS Companies or any of the ADS Equity Sellers is a party or is bound with respect to the voting of any of the Equity Securities of any of the ADS Companies, including any such voting trusts, proxies or other Contracts restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests.
(e) There are no Contracts to which any ADS Company is a party or bound thereby which require the purchase by any ADS Company of any Equity Securities of, or investment in, any Person. Each ADS Equity Seller has good and valid title to the ADS Equity Interests set forth opposite its name on Schedule 3.3(a), free and clear of any Encumbrances (other than rest...
Capitalization; Title. All of the outstanding partnership interests of the Company are owned of record and beneficially by LLC1 and LLC2. All of the outstanding limited liability company interests of each of LLC1 and LLC2 are owned of record and beneficially by a wholly-owned subsidiary of the Seller Parent. All of the Interests have been duly authorized and validly issued. Except for this Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire the Interests. There are no voting trusts or other agreements or understandings to which any of the Sellers or the Company is a party with respect to the voting of the Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Interests or any securities convertible into or exchangeable for any Interests. LLC1 and LLC2 have valid and marketable title to the Interests and the sale and transfer of the Interests by LLC1 and LLC2 to Buyer1 and Buyer2 hereunder will transfer title to the Interests to such buyers free and clear of any Encumbrances.
Capitalization; Title. (a) The authorized capital stock of TCHI consists of 2,500,000 shares of TCHI Common Stock. An aggregate of 1,000,000 shares of TCHI Common Stock are issued and outstanding. The outstanding shares of TCHI Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The outstanding shares of TCHI Common Stock are the sole outstanding capital stock of TCHI. There are no options, warrants or other rights to purchase debt or equity securities of TCHI outstanding, other than the Castle Warrants. Xxxxx owns all outstanding shares of TCHI Common Stock free and clear of any Liens, except for Liens granted to certain of Trump's personal creditors as set forth on a schedule previously delivered to the THCR Entities.
(b) Xxxxx, XX/GP and TCHI own a 61.5%, 37.5% and 1% general partnership interest, respectively, in Castle Associates, free and clear of any Liens, except for Liens granted to certain of Trump's personal creditors as set forth on a schedule previously delivered to the THCR Entities. Xxxxx, XX/GP and TCHI are the only partners of Castle Associates.
(c) Pursuant to the terms of the Castle Warrant Agreement, the Castle Warrants entitle the Castle Warrantholders to purchase up to an aggregate of 1,000,000 shares of TCHI Common Stock, representing, in the aggregate, an indirect interest in one-half of one percent (.5%) of the Castle Equity.
