Capitalization; Title to Interests. (a) Sellers own all of the Interests of the Company.
Capitalization; Title to Interests. Schedule 6.1(b) sets forth the authorized ownership interests of the Contributed Entity and indicates the ownership of all of the issued and outstanding ownership interests of the Contributed Entity. Except for this Agreement and the transactions contemplated herein, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, contribution or redemption of any ownership interests of the Contributed Entity. All of the outstanding ownership interests of the Contributed Entity are validly issued, fully paid and nonassessable. All of the issued and outstanding ownership interests of the Contributed Entity are owned as set forth in Schedule 6.1(b), in each case free from all Liens. Upon delivery to the Partnership on the Subsequent Closing Date of the Interests as contemplated by this Agreement, the Contributors will thereby transfer to the Partnership good and marketable title to the Interests, free and clear of all Liens.
Capitalization; Title to Interests. (a) Parent represents that as of the date hereof, Rice Drilling owns 1,000 shares of common stock of Parent. As of the date hereof, such shares are the only outstanding shares of common stock of Parent. Such shares have been duly authorized, validly issued, and are fully paid and non-assessable.
Capitalization; Title to Interests. (a) The Interests (i) have been duly authorized, (ii) are validly issued, fully paid and non-assessable and (iii) are owned beneficially and of record by the Sellers, free and clear of all Liens. Assuming Purchaser has the requisite organizational power and authority to be the lawful owner of the Interests, upon consummation of the Closing and the Sellers’ receipt of the Purchase Price set forth in Section 2.2, Purchaser shall own beneficially and of record, and have good and valid title to, the Interests, free and clear of all Liens, which represents all the issued and outstanding ownership interest in the Companies. Section 3.4(a) of the Disclosure Schedules sets forth a true and complete list of the jurisdiction of organization of each of the Companies and the capital structure of all of the Companies.
Capitalization; Title to Interests. (a) Seller owns of record and beneficially all of the Company Interests, free and clear of all Liens. All of the Company Interests (i) are duly authorized, validly issued, fully paid and nonassessable and (ii) were not issued in violation of, and are not subject to, any preemptive or similar rights. Seller owns all of the issued and outstanding Equity Interests of First Solar Electric (California), Inc., which owns all of the outstanding Equity Interests of FSD. As of the date hereof, except for the Barilla Project Company (which is owned by First Solar Asset Management, LLC, a wholly-owned subsidiary of Seller Parent), FSD owns, directly or indirectly, all of the issued and outstanding Equity Interests of the Project Companies and the Other Subsidiaries. Following the Reorganization, as of immediately prior to the Closing, the Company will own all of the outstanding Equity Interests of the Project Companies and Other Subsidiaries, free and clear of all Liens. The Company Interests constitute all of the issued and outstanding Equity Interests of the Company and are not certificated. All of the issued and outstanding Company Interests and all of the issued and outstanding Equity Interests in the Project Companies and Other Subsidiaries have been duly authorized and validly issued and are free of preemptive rights. Except for the Equity Interests in the Project Companies and Other Subsidiaries, the Company does not and will not, after giving effect to the Reorganization, beneficially own any Equity Interests in any Person. Except for the Organizational Documents of the Acquired Companies, there are no voting trusts, stockholder agreements, proxies or other agreements, arrangements or undertakings with respect to the voting or transfer of any Equity Interests of any Acquired Company. After giving effect to the Reorganization, the Company will have no other Subsidiaries other than the Acquired Companies.
Capitalization; Title to Interests. (a) The issued and outstanding Interests of the Company are owned as set forth on Schedule A. The Interests were not issued in violation of any preemptive rights or Contract binding upon the Company. Except as set forth on Schedule A or Schedule 4.7, there are no outstanding (i) interests or other voting securities of the Company, (ii) securities convertible into or exchangeable for partnership interests or voting securities of the Company, (iii) options, warrants or other rights to acquire from the Company or obligations of the Company to issue any partnership interests, voting securities or securities convertible into or exchangeable for partnership interests or voting securities of the Company, or (iv) equity equivalent interests in the ownership or earnings of the Company or equity appreciation, phantom equity, right of first refusal, commitment or other similar rights. Except as set forth on Schedule 4.7, there are no voting trusts, proxies or other agreements or understandings with respect to the voting, registration or transfer of ownership of the Company’s partnership interests. The Company is not subject to any obligations (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any of its partnership interests. All dividends or distributions on securities of the Company that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials.
Capitalization; Title to Interests. The entire authorized capital stock of Purchaser consists of 1,500,000,000 shares of Common Stock, of which 389,347,924 shares were issued and outstanding and 82,668,604 shares were held in treasury as of March 31, 2002. Since March 31, 2002 there has been no change in the authorized shares of capital stock of Purchaser. All of the issued and outstanding shares of Purchaser capital stock have been duly authorized, validly issued, fully paid and non-assessable. There are no pre-emptive rights that have not been waived or terminated with respect to the shares of Common Stock to be issued on account of the Purchase Price.
Capitalization; Title to Interests. (a) The authorized Interests of the Company consist of (i) 1,000,000 preferred units, of which 200,000 Series B participating preferred units are issued and outstanding and 44,287.32 Series C participating preferred units are issued and outstanding and (ii) 5,000,000 common units, of which 211,105.16 are issued and outstanding. All of the issued and outstanding Interests were duly authorized and validly issued and are fully paid and nonassessable. None of the issued and outstanding Interests were issued in violation of any Legal Requirement. Other than its Organizational Documents or as set forth in Part 3.3(a) of the Disclosure Letter, there are no Contracts to which the Company is a party relating to the issuance, sale or transfer of any Interests or other securities of the Company.
Capitalization; Title to Interests. (a) The authorized Interests of the Company consist of (i) 40,000 preferred units, of which 20,000 are issued and outstanding, (ii) 20,000 common units, of which 6,667 are issued and outstanding, and 2,963 restricted units, of which 592.60 restricted units and approximately 880 unit appreciation rights are issued and outstanding. All of the issued and outstanding Interests were duly authorized and validly issued and are fully paid and nonassessable. None of the issued and outstanding Interests were issued in violation of any Legal Requirement. There are no Contracts relating to the issuance, sale or transfer of any Interests or other securities of the Company.
Capitalization; Title to Interests. The entire authorized capital stock of IFG consists of 52,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.01 par value, of which (i) 50,000,000 shares are designated as Class A Common Stock, of which 29,165,441 shares were issued and outstanding and no shares were held in treasury as of July 31, 1997; (ii) 2,000,000 shares are designated as Class B Common Stock, $0.01 par value, of IFG, of which no shares were issued and outstanding and no shares were held in treasury as of August 31, 1997; (iii) 1,000,000 shares are designated as preferred stock, $0.01 par value, of the Company, of which no shares designated as 7.5% Step-Up Rate Cumulative Convertible Preferred Stock were issued and outstanding and no shares were held in treasury as of August 31, 1997, and 1,000,000 are designated as Series A preferred stock, of which no shares were issued and outstanding and no shares were held in treasury as of August 31, 1997. Since August 31, 1997 there has been no change in the authorized shares of capital stock of IFG. All of the issued and outstanding shares of IFG capital stock have been duly authorized, validly issued, fully paid and non-assessable. The entire authorized capital stock of IFG Acquisition Subsidiary consists of 100 shares of Common Stock, of which 100 shares were issued and outstanding and no shares were held in treasury as of September 12, 1997. There are no pre-emptive rights that have not been waived or terminated with respect to the IFG Purchase Shares.
