Capitalization; Title to Equity Interests Sample Clauses

Capitalization; Title to Equity Interests. (a) The LLC Interests comprise the only authorized and/or issued equity interests of the LLC, the Corporation Shares comprise the only authorized and/or issued equity interests of the Corporation and the ADCC Shares comprise the only authorized and/or issued equity interests of ADCC. All of the outstanding Equity Interests (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) except as set forth in the LLC Operating Agreement, are not subject to, and were not issued in violation of, any preemptive rights or rights of first refusal or first offer, subscription right or any similar right. (b) The Equity Interests set forth on Section 3.2(b) of the Disclosure Schedule constitute all of the outstanding equity interests of the Acquired Companies. The Corporation and ADCC own good, valid and marketable title to the number and percentage of Equity Interests set forth opposite their respective names on Section 3.2(b) of the Disclosure Schedule, free and clear of any and all Liens. The Sellers, the Corporation and ADCC own of record all of the outstanding Equity Interests of the Acquired Companies. (c) There are no outstanding or authorized equity appreciation, phantom equity interests, profit participation or similar rights with respect to any of the Acquired Companies, nor are there any voting trusts, proxies, member agreements or any other agreements or understandings with respect to the voting, registration, sale or transfer of any Equity Interests of the Acquired Companies other than the LLC Operating Agreement. There are no options, warrants or other rights to subscribe for or purchase any Equity Interests of any Acquired Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any equity interests of any Acquired Company. (d) There are no preemptive rights or rights of first refusal or first offer (other than as set forth in the LLC Operating Agreement) nor are there any Contracts (other than the LLC Operating Agreement and this Agreement) or restrictions to which any Acquired Company is a party or by which any of the Acquired Companies is bound relating to any Equity Interests, whether or not outstanding. None of the Acquired Companies currently maintains, nor does any Acquired Company have any ongoing liability for, any equity option plan or any other plan or agreement providing for equity compensation of any Person. All of the outstanding Equity In...
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Capitalization; Title to Equity Interests. (a) All of the issued and outstanding Equity Interests of each of the Group Companies have been duly authorized, validly issued, are fully paid and nonassessable (with respect to jurisdictions that recognize such concept) and have not been issued in violation of any preemptive or similar rights. The Equity Interests are the only Equity Securities of each Group Company issued and outstanding. Except as set forth in Section 2.4(a), Seller owns good and valid marketable title to all of the Equity Interests of the Group Companies, in each case beneficially and of record, free and clear of any Lien. There are no limitations or restrictions on any of Seller’s right to transfer such Equity Interests of the Group Companies. Upon delivery of and payment for the Equity Interests at the Closing, Buyer will acquire good and valid marketable title to all of such Equity Interests, free and clear of any Lien. (b) Section 2.4(b) of the Disclosure Schedule sets forth, the jurisdiction of incorporation, formation or organization, the total number of authorized, issued and outstanding Equity Securities of each of the Group Companies (including the Equity Interests), and the record and beneficial holders of such Equity Interests, and there are no other authorized, issued or outstanding Equity Securities of any of the Group Companies. None of the Group Companies own any Equity Securities (including any securities exercisable or exchangeable for or convertible into Equity Securities) in any other Person. (c) Except as set forth in Section 2.4(c) of the Disclosure Schedule, with respect to each of the Group Companies, there are no outstanding (i) Equity Securities in such Group Company, (ii) securities of such Group Company convertible into or exercisable or exchangeable for Equity Securities in such Group Company or evidencing the right to purchase any of the Equity Securities of any of the Group Companies, (iii) options or other rights or agreements, commitments or understandings of any kind to acquire from such Group Company, or other obligation of Seller or such Group Company to issue, transfer or sell, any Equity Securities in such Group Company or securities convertible into or exercisable or exchangeable Equity Securities in such Group Company, (iv) voting trusts, proxies or other similar agreements or understandings to which Seller or such Group Company is a party or by which Seller or such Group Company is bound with respect to the voting of any voting or equity interes...
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Capitalization; Title to Equity Interests. 3.4.1 (i) The Equity Interests are solely owned, of record and beneficially, by the Company Stockholders, including the Sellers. The Equity Interests represent the only outstanding economic, voting, ownership or any other type of equity interest in the Company. There are no securities in the Company other than the Equity Interests. 3.4.2 The certificate of incorporation and bylaws of the Company do not impose upon any holder of any Equity Interests any obligation to make capital contribution commitments to such Company. As of the Closing Date, the Equity Interests will be held by Company Stockholders free and clear of all Encumbrances. 3.4.3 As of the Closing Date, none of the Company Stockholders are subject to any restrictions on transfer, rights of first refusal or other restrictions or obligations relating to the Equity Interests. As of the Closing Date, except as set forth on Schedule 3.4, there will be no outstanding subscription, option, warrant, call right, preemptive right or other agreement or commitment obligating the Company to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any economic, voting, ownership or any other type of membership or other interest or security in the Company, other than pursuant to any actions taken by on behalf of Purchaser or its affiliates. 3.4.4 Schedule 3.4.4 sets forth a list of the officers and directors of the Company.
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Capitalization; Title to Equity Interests. (a) With respect to each Company, Schedule 3.7(a) sets forth (i) the total number of authorized Equity Interests, (ii) the number and class of Equity Interests issued and outstanding, and (iii) the record owner of all the issued and outstanding Equity Interests of such Company. Such Seller owns of record and beneficially all of the Equity Interests set forth opposite such Seller’s name on Schedule 3.7(a) and such Seller has good and marketable title to such Equity Interests, in each case free and clear of any and all Liens, other than (i) the TETRA Liens, which will be released at Closing, and (ii) restrictions on transfer that may be imposed by federal or state securities Laws or the Governing Documents of such Company. The Equity Interests constitute all of the outstanding equity interests in the Companies. The Equity Interests: (i) are duly authorized, validly issued, fully paid (to the extent required under the Governing Documents of the Companies) and nonassessable; (ii) are free and clear of all Liens, other than restrictions on transfer that may be imposed by federal or state securities Laws or the Governing Documents of such Company and the TETRA Liens, which TETRA Liens will be released at Closing; and (iii) other than this Agreement, are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof. (b) Except as set forth on Schedule 3.7(b), there are no outstanding options, warrants, rights to subscribe to, purchase rights, preemptive rights, calls or similar rights relating to, or contracts, commitments, understandings or arrangements by which the applicable Seller or the Companies are or may become bound to issue, additional securities or other equity interests of any Company, or rights or other securities convertible into or exchangeable or exercisable for securities or other equity interests in such Company.
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Capitalization; Title to Equity Interests. The authorized capital stock or membership interest, as applicable, of the Company, issued and outstanding as of the close of business on the date of this Agreement, is set forth in Section 3.04(a) of the Companies’ Disclosure Letter. The anticipated authorized capital stock or membership interest, as applicable, of the Company, issued and outstanding immediately prior to the Effective Time, is set forth on Exhibit G. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Shares or Company Stock Rights or to pay any dividend or make FD 36250 REDACTED AGREEMENT
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Capitalization; Title to Equity Interests. (a) The authorized equity securities of Sxxxx Maritime consist of 2,000,000 shares of common stock, no par value, of which 1,000,000 shares are issued and outstanding (the “Shares”). The Sxxxx Sellers own, and at the Closing Sxxxx and the Bxxxxxx Trust will own, beneficially and of record all of the Shares, in each case free and clear of all Liens. Such Shares are not subject to any agreements or understandings with respect to the voting or transfer of any of the Shares (except as contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Shares have been duly authorized and validly issued and are fully paid and nonassessable. The Sxxxx Sellers have, and at Closing Sxxxx and the Bxxxxxx Trust will have, full legal right to sell, assign, convey and transfer the Shares to Buyer and will, upon delivery of a certificate or certificates representing such Shares to Buyer pursuant to the terms hereof, transfer to Buyer title to such Shares, free and clear of any Liens. (b) 235LX owns beneficially and of record all of the Go Big Membership Interests, in each case free and clear of all Liens. Such Go Big Membership Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Go Big Membership Interests (except as contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Go Big Membership Interests are duly authorized and validly issued and will be fully paid and nonassessable. 235LX has full legal right to sell, assign, convey and transfer the Go Big Membership Interests, to Buyer and will, upon delivery of a certificate or certificates representing such Go Big Membership Interests to Buyer pursuant to the terms hereof, transfer to Buyer title to such Go Big Membership Interests, free and clear of any Liens. (c) Except as set forth in Schedule 4.3(c), there are no outstanding subscriptions, options, convertible securities, warrants or calls or preemptive rights of any kind issued or granted by, or binding upon, any of the Subject Companies to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in any of the Subject Companies.
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Capitalization; Title to Equity Interests. (a) Subject to Section 4.12, all of the Equity Interests are owned of record and beneficially by Member or Owner, and Member or Owner has good title to such Equity Interests free and clear of any Security Interest, other than restrictions on transferability arising under applicable securities Laws. The Company has no authorized, issued or outstanding Equity Securities other than the Equity Interests. There are no voting trusts, proxies or other Contracts with respect to the voting, registration or transfer of any Equity Securities of the Company. (b) All of the Equity Interests are duly authorized and validly issued, were issued in compliance with applicable securities Laws, were not issued in violation of the Organizational Documents of the Company or any other agreement to which Seller or the Company is a party and are not subject to, and were not issued in violation of, any preemptive or similar right of any person. There are no outstanding options, warrants, rights, calls, or other outstanding securities convertible into or exercisable or exchangeable for Equity Securities of the Company, nor any outstanding rights, equity-based compensation awards, equity interests that are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code), or other Contracts (contingent or otherwise) obligating the Company to issue, grant, repurchase or redeem, or Seller or the Company to dispose of or acquire, any Equity Interest or other Equity Security in the Company. (c) For purposes of this Agreement:
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Capitalization; Title to Equity Interests. 3.4.1 The Equity Interests are owned by the Sellers in the amounts and percentages set forth on Schedule 3.4.1, in each case, free and clear of all Encumbrances. The Equity Interests represent the only outstanding economic, voting, ownership or any other type of equity interest in the Company. There are no securities in the Company other than the Equity Interests. 3.4.2 The certificate of organization and operating agreement of the Company do not impose upon any holder of any Equity Interests any obligation to make capital contribution commitments to the Company. 3.4.3 Except as set forth on Schedule 3.4.3, none of the Sellers are subject to any restrictions on transfer, rights of first refusal or other restrictions or obligations relating to the Equity Interests. There are no outstanding subscription, option, warrant, call right, preemptive right or other agreement or commitment obligating the Company to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any economic, voting, ownership or any other type of membership or other interest or security in the Company, other than pursuant to any actions taken by on behalf of Purchaser or its affiliates. 3.4.4 Schedule 3.4.4 sets forth a list of the officers and directors of the Company.
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Capitalization; Title to Equity Interests. 3.4.1 (i) The Equity Interests are solely owned, of record and beneficially, by the Sellers. As of the Closing Date, the Equity Interests will represent the only outstanding economic, voting, ownership or any other type of equity interest in the Companies. As of the Closing Date, there are no securities in the Companies other than the Equity Interests. 3.4.2 The certificate of incorporation and bylaws (or certificate of formation and operating agreement, as the case may be) of either Company do not impose upon any holder of any Equity Interests any obligation to make capital contribution commitments to such Company. As of the Closing Date, the Equity Interests will be held by Sellers free and clear of all Encumbrances. 3.4.3 As of the Closing Date, none of the Sellers are subject to any restrictions on transfer, rights of first refusal or other restrictions or obligations relating to the Equity Interests. As of the Closing Date, except as set forth on Schedule 3.4, there will be no outstanding subscription, option, warrant, call right, preemptive right or other agreement or commitment obligating either Company to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any economic, voting, ownership or any other type of membership or other interest or security in such Company, other than pursuant to any actions taken by on behalf of Purchaser or its affiliates. 3.4.4 Schedule 3.4.4 sets forth a list of the officers and directors of each Company.
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Related to Capitalization; Title to Equity Interests

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Marketable Title Upon payment of the purchase price, a Deed for the property shall be executed by the Seller and shall convey the property to the Buyer. Title to the property shall be good and marketable, free of liens, encumbrances, subject to all applicable ground rent, covenants, conditions, restrictions, easements, rights of way, laws, ordinances, regulations, charges, taxes and assessments, rights of others in party walls of the Property, and any other matters of record. The buyer has the right to choose his own settlement agent or attorney to conduct settlement.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

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