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) 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.
(b) Except for the Interests or as set forth in Section 3.4(b) of the Disclosure Schedules, as of the date hereof there are no outstanding (i) membership interests in the Companies, (ii) securities of the Companies convertible into or exercisable or exchangeable for membership interests in the Companies, (iii) options, warrants or other rights to acquire from the Companies, or other obligation of the Companies to issue, repurchase or redeem, any equity interests in the Companies or securities convertible into or exercisable or exchangeable for membership interests in the Companies, or (iv) “phantom” membership interests, profit participation rights or other similar rights that are derivative of or provide economic benefits based on the value or price of any membership interests in the Companies (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as the “Company Securities”).
(c) Except for this Agreement and the Companies’ Governing Documents, neither the Sellers nor any Company is a party to or otherwise bound by any voting trust, proxy or other agreement with respect to the voting or transfer of any Company Securities. No Company has any outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote on any matters on which the holders of membership interests of the Companies may vote.
(d) No claims have been made or threatened by any third-party, and to the Knowledge of the Sellers and the Companies no basis exists for third-party claims, under which a third-party is entitled to be issued ownership interest in any of the Companies.
(e) the Companies do not directly or indirectly own any...
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.
(b) Parent represents that, as of the Closing Date, the Alpha Shares will have been duly authorized and when issued and delivered against payment therefor in accordance with this Agreement will be validly issued, fully paid and nonassessable. Parent represents that the stockholders of Parent are not entitled to any preemptive or similar rights to subscribe for the Alpha Shares and, as of the date hereof, there are no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, Capital Stock in Parent outstanding, except as provided in this Agreement.
Capitalization; Title to Interests. (a) Sellers own all of the Interests of the Company.
(b) The Interests were duly authorized and validly issued, fully paid and non- assessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Interests have not been certificated. Sellers have good and valid title to the Interests, free and clear of any Encumbrances, except Permitted Encumbrances. On the Closing Date, Purchaser will acquire good title to the Interests free of any Encumbrances, except any Encumbrances created by or through Purchaser or any of Purchaser’s Representatives.
(c) There are no outstanding options, warrants, rights (including pursuant to conversion rights or preemptive rights) or agreements for the purchase or acquisition from the Company of any Interests. There are no agreements to which the Company is a party or by which it is bound with respect to the voting, registration or the sale or transfer of any equity securities of the Company
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. Schedule 6.1(b) sets forth the authorized ownership interests of each Acquired Company and indicates the ownership of all of the issued and outstanding ownership interests of each Acquired Company. Except for this Agreement and the transactions contemplated herein, and except for those certain buy-sell agreements between the owners of WSL Seller and between the Florida Seller, which have been waived by the parties thereto with respect to the transactions contemplated by this Agreement, and which, upon the Closing, shall be terminated, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character relating to the issuance, sale, purchase or redemption of any ownership interests of any Acquired Company. All of the outstanding ownership interests of each Acquired Company are validly issued, fully paid and nonassessable. All of the issued and outstanding ownership interests of the Acquired Companies are owned as set forth in Schedule 6.1(b), in each case free from all Liens. Upon delivery to Purchaser on the Closing Date of the Interests as contemplated by this Agreement, Sellers will thereby transfer to Purchaser good and marketable title to the Interests, free and clear of all Liens.
Capitalization; Title to Interests. (a) Sellers own all of the Interests of the Company.
(b) The Interests were duly authorized and validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Sellers have good and valid title to the Interests, free and clear of any Encumbrances, except Permitted Encumbrances. On the Closing Date, Purchaser will acquire good title to the Interests free of any Encumbrances, except for clause (a) of the definition of Permitted Encumbrances and any Encumbrances created by or through Purchaser or any of Purchaser’s Representatives.
(c) There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any Interests, or arising contingently or otherwise under contract or by operation of law, or the order of any court or arbitral authority, or by action of any other administrative or regulatory authority having jurisdiction over the Company or the Sellers.
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.
(b) Except as set forth in Part 3.3(b) of the Disclosure Letter, all the outstanding equity securities or interests of each Subsidiary of the Company are owned of record and beneficially by one or more of the Company or any of its Subsidiaries, free and clear of all Encumbrances other than those arising under applicable Legal Requirements and such Subsidiaries' Organizational Documents. Other than its Organizational Documents or as set forth in Part 3.3(b) of the Disclosure Letter, there are no Contracts to which the Company or any of its Subsidiaries are a party relating to the issuance, sale or transfer of any equity securities of other securities of any Subsidiary 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.
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.
(b) Sellers own the Interests free and clear of any Liens or other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such equity interests) and of any preemptive or other similar rights to subscribe for or to purchase any such equity interests. Immediately following the Closing, Buyers will own directly 100% of the Interests of the Company.
