Common use of Capitalization; Title to Equity Interests Clause in Contracts

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 Interests have been granted, offered, sold and issued in compliance in all material respects with all Applicable Laws to which the applicable Acquired Company is subject to or bound. (e) No distributions are payable with respect to any of the Equity Interests in an amount that would prevent the Acquired Companies from having the Minimum Cash Amount as of the Closing.

Capitalization; Title to Equity Interests. (a) The LLC Interests comprise the only authorized and/or issued equity interests Equity Interests, collectively, constitute all of the LLC, the Corporation Shares comprise the only authorized and/or issued equity interests securities of the Corporation Company. Seller is the holder of record and beneficially owns all of the ADCC Shares comprise the only authorized and/or issued equity interests Equity Interests, and has good and valid title to such Equity Interests, free and clear of ADCCall Liens (other than Liens that will be fully released at or prior to Closing). All of the outstanding Equity Interests (i) have been duly authorized authorized, validly issued and validly issued, (ii) are fully paid and nonassessablenon-assessable and are owned free and clear of any Liens (other than those arising under this Agreement or existing under Indebtedness to be repaid at Closing or arising under, or in connection with, the Credit Facilities, which shall be fully released at or prior to Closing). Effective as of the Closing, good and valid title to the Equity Interests will pass to Buyer, free and clear of all Liens (iii) except as set forth in the LLC Operating Agreementother than any Liens created or imposed by Buyer), are including, but not subject limited to, Liens arising under Indebtedness to be repaid at Closing and were not issued arising under, or in violation ofconnection with, any preemptive rights or rights of first refusal or first offer, subscription right or any similar rightthe Credit Facilities. (b) The Other than 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 goodInterests, 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 there are no outstanding (i) equity securities of the Company, (ii) securities of the Company convertible into or authorized exchangeable or exercisable for Equity Interests, (iii) options, warrants or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable or exercisable for Equity Interests or (iv) equity appreciation, phantom equity interestsequity, profit participation or similar rights with respect to any Equity Interests. (c) Neither Seller nor any of the Acquired Companiesits Affiliates is party to any right of first refusal, nor are there any right of first offer, proxy, voting trustsagreement, proxiesregistration rights agreement, member agreements equityholders agreement or any other agreements or understandings contract with respect to the votingsale, registrationrepurchase, sale redemption, transfer 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 Interests have been granted, offered, sold and issued in compliance in all material respects with all Applicable Laws to which the applicable Acquired Company is subject to or bound. (e) No distributions are payable with respect to any voting of the Equity Interests in an amount that would prevent the Acquired Companies from having the Minimum Cash Amount as of the ClosingInterests.

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 issued and outstanding Equity Interests (i) of the Company have been duly authorized and validly issued, (ii) are fully paid and nonassessablenon-assessable, and (iii) except as set forth in none of the LLC Operating Agreement, issued and outstanding Equity Interests of the Company are not subject to, and to or were not issued in violation ofof any applicable securities Laws, any preemptive rights or rights purchase option, call option, right of first refusal or first offerrefusal, preemptive right, subscription right or any similar rightright under any provision of applicable Law, the Organizational Documents of the Company or any Contract to which the Company or any Seller is a party or by which the Company or any Seller or his, her or its respective properties, assets or Equity Interests are bound. (b) The Equity Interests set forth on Section 3.2(b) of Immediately prior to the Disclosure Schedule constitute Closing, all of the outstanding equity interests of the Acquired Companies. The Corporation issued 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 CompaniesCompany were held of record and beneficially owned by the Persons set forth on Schedule 3.4(b)(i), in each case in the class and amounts so indicated thereon and in each case free and clear of all Encumbrances. Schedule 3.4(b)(ii) sets forth for the Company the classes and amounts of its authorized Equity Interests. There are no obligations or commitments (whether pursuant to Contract or otherwise) for the Company to issue any additional Equity Interests beyond those already issued and outstanding. (c) There Except as set forth on Schedule 3.4(c), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, convertible securities, exchange rights, calls, puts, preemptive rights, rights of first refusal, tag-along rights, drag-along rights or other Contracts, rights, agreements, arrangements or commitments of any character that would require the Company to issue, sell, purchase or otherwise cause to become outstanding, or cause to be repurchased or redeemed, any Equity Interests. Except as set forth on Schedule 3.4(c), there is no outstanding or authorized equity appreciation, phantom equity interestsinterest, phantom stock, stock option, profit participation or similar rights right with respect to the Company (or any of the Acquired Companies, nor its Equity Interests). (d) There are there any no voting trusts, proxiesequityholder agreements, member agreements shareholders agreements, proxies or any other agreements or understandings in effect with respect to the voting, registration, sale voting 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 Interests have been granted, offered, sold and issued in compliance in all material respects with all Applicable Laws to which the applicable Acquired Company is subject to or bound. (e) No distributions are payable with respect to any of the Equity Interests in an amount that would prevent the Acquired Companies from having the Minimum Cash Amount as of the Closing.

Capitalization; Title to Equity Interests. (a) The LLC Interests comprise Section 2.4(a) of the only authorized and/or Seller Disclosure Letter sets forth, as of the date hereof and with respect to each Transferred Subsidiary, the number of authorized, issued and outstanding equity interests in such Transferred Subsidiary (such issued and outstanding equity interests, collectively, the “Transferred Equity Interests”) and the record and beneficial owners thereof. There are no other authorized, issued or outstanding shares of capital stock or other 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 righteach such Transferred Subsidiary. (b) The Equity Interests set forth on Section 3.2(b) Seller is the holder of the Disclosure Schedule constitute record and beneficially owns all of the outstanding equity interests of the Acquired Companies. The Corporation Transferred Equity Interests and ADCC own good, has good and 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 Schedulesuch equity interests, free and clear of any and all LiensLiens (other than the Liens that will be released at or prior to the Closing). The Sellers, the Corporation and ADCC own of record all All of the outstanding Transferred Equity Interests have been duly authorized, validly issued and are fully paid and non-assessable and are owned free and clear of any Liens (other than those arising under this Agreement or that will be released at or prior to the Closing). Seller has the sole voting power and sole power of disposition with respect to the Transferred Equity Interests. Seller has all necessary and lawful right to transfer the Transferred Equity Interests to Buyer pursuant to the terms of this Agreement and at the Closing, Seller will convey good and valid title to the Transferred Equity Interests to Buyer, free and clear of all Liens (other than any Liens created or imposed by Buyer). None of the Acquired CompaniesTransferred Equity Interests was issued in violation of any preemptive or other similar rights. (c) There Other than the Transferred Equity Interests, there are no outstanding (i) equity securities of the Transferred Subsidiaries, (ii) securities of the Transferred Subsidiaries convertible into or authorized exchangeable or exercisable for equity securities of the Transferred Subsidiaries, (iii) subscriptions, options, calls, warrants or other rights, commitments or agreements to which any Transferred Subsidiary is a party, or by which any Transferred Subsidiary is bound, obligating such Transferred Subsidiary to issue, deliver or sell any equity securities or securities convertible into or exchangeable or exercisable for equity securities of the Transferred Subsidiaries, (iv) equity appreciation, phantom equity interestsequity, profit participation or similar rights with respect to any equity securities 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 CompanyTransferred Subsidiaries. (d) There are no preemptive rights Neither Seller nor any of its Affiliates is party to any agreement or rights subject to any obligation wherein a third party has a right of first refusal or right of 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 Interestsproxy, whether or not outstanding. None of the Acquired Companies currently maintainsvoting agreement, nor does any Acquired Company have any ongoing liability forregistration rights agreement, any equity option plan equityholders agreement or any other plan contract or agreement providing for equity compensation of any Person. All of the outstanding Equity Interests have been granted, offered, sold and issued in compliance in all material respects with all Applicable Laws to which the applicable Acquired Company is subject to or bound. (e) No distributions are payable understanding with respect to any the sale, repurchase, redemption, transfer or other acquisition, or the voting, of the Equity Interests in an amount that would prevent the Acquired Companies from having the Minimum Cash Amount as equity securities of the ClosingTransferred Subsidiaries.

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 The Xxxxx Xxxxx and validly issuedProfitKey Membership Interest are owned, of record and beneficially, as of the date hereof and the Closing, by the Xxxxx/ProfitKey Seller, (ii) are fully paid the Foresight Stock is owned, of record and nonassessablebeneficially, as of the date hereof and the Closing, by the Foresight Seller and (iii) except the Process Membership Interest is owned, of record and beneficially, as set forth in of the LLC Operating Agreementdate hereof and the Closing, are not subject toby the Process Seller, and were not issued in violation ofeach case represents the only outstanding stock, any preemptive stock appreciation rights, phantom stock rights, profit participation rights or rights of first refusal or first offerany other economic, subscription right voting, ownership or any similar rightother type of direct or indirect equity interest in any Company. As of the date hereof and Closing, there are no securities in any Company other than the applicable Equity Interests. (b) The operating agreements, bylaws and certificates of incorporation, as applicable, of each respective Company do not impose upon any holder of any Equity Interests set forth on Section 3.2(b) any obligation to make capital contribution commitments to such Company. As of the Disclosure Schedule constitute all of Closing Date, 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, will be held by Sellers free and clear of any and all Liens. The SellersEncumbrances, the Corporation and ADCC own of record all of the outstanding Equity Interests of the Acquired Companiesother than those arising under applicable state or Federal securities laws. (c) There As of the Closing, none of the Sellers are no outstanding or authorized equity appreciation, phantom equity interests, profit participation or similar rights with respect subject to any of the Acquired Companiesrestrictions on transfer, 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 restrictions or obligations relating to 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 Equity Interests. As of the Acquired Companies is bound relating Closing Date, there will be no outstanding subscription, option, warrant, call right, preemptive right or other agreement or commitment obligating any Company to issue, sell, deliver or transfer (including any Equity Interestsright of conversion or exchange under any outstanding security or other instrument) any economic, whether or not outstanding. None of the Acquired Companies currently maintainsvoting, nor does any Acquired Company have any ongoing liability for, any equity option plan ownership or any other plan type of membership or agreement providing for equity compensation other interest or security in such Company, other than pursuant to any actions taken by on behalf of any PersonPurchaser or its affiliates. All Schedule 3.4 sets forth a list of the outstanding Equity Interests have been grantedmanagers, offeredofficers and directors, sold and issued in compliance in all material respects with all Applicable Laws to which the applicable Acquired Company is subject to or boundas applicable, of each Company. (e) No distributions are payable with respect to any of the Equity Interests in an amount that would prevent the Acquired Companies from having the Minimum Cash Amount as of the Closing.