Capitalization; Title to Property Sample Clauses

Capitalization; Title to Property. (a) The capitalization of each of the Acquired Companies is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding Equity Interests, and all of the issued and outstanding equity interests of each subsidiary of an Acquired Company, are duly authorized, validly issued, fully paid and nonassessable, in each case, where such concepts are applicable. Except for the Equity Interests, there are no outstanding equity interests of any of the Acquired Companies that are not owned by a Seller or another Acquired Company. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI or any of its subsidiaries is a party or which are binding upon PKI or any of its subsidiaries providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company. There is no outstanding or authorized security, stock appreciation, phantom stock or similar right (i) providing for the issuance, disposition or acquisition of any equity interests of any Acquired Company, (ii) that gives any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests of any Acquired Company or (iii) that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Acquired Companies. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended, of the Equity Interests. The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respect.
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Capitalization; Title to Property. (a) The capitalization of each of the Business Subsidiaries is set forth on Section 2.2(a) of the Disclosure Schedule. All of the issued and outstanding shares of Stock, and all of the issued and outstanding shares of capital stock of each subsidiary of a Business Subsidiary, are duly authorized, validly issued, fully paid and non-assessable. Except for the Stock, there are no outstanding shares of capital stock or other equity securities of any of the Business Subsidiaries. Each Business Subsidiary that is a subsidiary of a Business Subsidiary is wholly owned by such Business Subsidiary. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Xxxxxx or any Business Subsidiary is a party or which are binding upon Xxxxxx or any Business subsidiary providing for the issuance, disposition or acquisition of any shares of capital stock of any Business Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock of any Business Subsidiary or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of any Business Subsidiary. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Stock.
Sample 1
Capitalization; Title to Property. (a) The capitalization of SRT is set forth on the Disclosure Schedule. All of the issued and outstanding shares of SRT Stock are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which SRT is a party or which are binding upon SRT providing for the issuance, disposition or acquisition of any shares of capital stock of SRT. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to SRT. There are no agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of SRT Stock.
Sample 1
Capitalization; Title to Property. (a) The capitalization of PKI Indonesia is set forth in Section 2.2 of the Disclosure Schedule. All of the issued and outstanding shares of Stock of PKI Indonesia are duly authorized, validly issued, fully paid and nonassessable. Except for the Stock, there are no shares of capital stock or other equity securities of PKI Indonesia outstanding. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which PKI Indonesia is a party or which are binding upon PKI Indonesia providing for the issuance, disposition or acquisition of any shares of capital stock of PKI Indonesia. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock of PKI Indonesia or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of PKI Indonesia. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Stock.
Sample 1

Related to Capitalization; Title to Property

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Good Title to Properties The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

  • Title to Property; Encumbrances (a) The Company does not own any real property or any Structures.

  • Title to Properties, etc Each of the Borrowers and their Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens. The interests of the Borrowers and their Subsidiaries in the properties reflected in the most recent balance sheet referred to in Section 5.07, taken as a whole, were sufficient, in the judgment of the Borrowers, as of the date of such balance sheet for purposes of the ownership and operation of the businesses conducted by the Borrowers and their Subsidiaries.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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