Company Equity Interests Sample Clauses

Company Equity Interests. All of the Company Equity Interests have been duly authorized and are validly issued. There are no rights, subscriptions, warrants, or options to purchase or otherwise acquire any equity interests of the Company or securities or obligations of any kind convertible into or exchangeable for any equity interests of the Company. The Company Equity Interests represent all of the issued and outstanding equity interests in the Company.
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Company Equity Interests. (a) Except for the arrangements contemplated by the Offshore Reorganization, the Company Equity Interests consist of RMB11,182,480 of registered capital, as set forth in Schedule 2.2(a)(1) of this Agreement (with the Company Equity Interests owned by each Seller set forth opposite such Seller’s name in Schedule 2.2(a)(1)). Except for the Company Equity Interests, there are no other outstanding equity or other interests in or voting or other securities of the Company or other instruments having the right to vote or convertible into or exercisable or exchangeable for equity interests or other securities having the right to vote on any matters on which the Company’s shareholders may vote. The Company Equity Interests have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to any Lien, preemptive rights or subscription rights and were not issued in violation of the Organizational Documents of the Company. (b) Except as set forth in Section 3.9(b) of the Sellers and Company Disclosure Schedule and for the arrangements contemplated by the Offshore Reorganization, the Company has made available to the Purchaser true and complete information regarding, for each Subsidiary of the Company, (i) its name and jurisdiction of organization, (ii) the number of shares of or other equity interests in such Subsidiary that are authorized and (iii) the number of shares or other equity interests in such Subsidiary that were issued and outstanding, the names of the holders thereof and the number of shares or other equity interest held by each such holder. All issued and outstanding shares or other equity interest in each of the Company’s Subsidiaries have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to any Lien, preemptive rights or subscription rights and were not issued in violation of the Organizational Documents of such Subsidiary, or any other instruments having the right to vote, or convertible into or exercisable or exchangeable for securities having the right to vote on any matters on which the shareholders of a Subsidiary of the Company may vote. All of the outstanding shares, voting securities or other equity interest in each Subsidiary of the Company are owned, directly or indirectly, by the Company. (c) Except for the arrangements contemplated by the Offshore Reorganization, there are no options, warrants or other securities authorized, issued or outstanding, calls, purchase rights, subsc...
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Company Equity Interests. Schedule 5.20 sets forth a true and accurate list as of the Closing Date of each holder of any Equity Interest of the Company, indicating the name of each such holder and the Equity Interest held by each such Person. Except as set forth on Schedule 5.20, there are no shareholders agreements or other agreements pertaining to the Sponsors’ beneficial ownership of the common stock of Company, including any agreement that would restrict the Sponsor’s right to dispose of such common stock and/or its right to vote such common stock.
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Company Equity Interests. Except as set forth in Section 3.8(b), there are no options, warrants, calls, conversion rights, stock appreciation rights, subscription rights, redemption rights, repurchase rights or other rights, agreements, arrangements, understandings or commitments to which the Company or any of its Subsidiaries is a party relating to the issued or unissued capital stock or other securities, limited liability company or membership interest, partnership interest or other equity interest of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, transfer, register, redeem, repurchase, acquire or sell any shares of capital stock or other securities, limited liability company or membership interest, partnership interest or other equity interest the Company or any of its Subsidiaries.
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Company Equity Interests. An instrument of transfer substantially in the form of the Assignment and Assumption Agreement attached as Exhibit A hereto duly and validly executed by Seller, sufficient to vest in Purchaser good and valid title to the Company Equity Interests, free and clear of any and all Encumbrances of kind or nature, except Permitted Encumbrances or other evidence as is customary under the Applicable Law governing the corporate aspects of the Company that good and valid title in the Company Equity Interests has been lawfully transferred to Purchaser, free and clear of any and all Encumbrances of kind or nature, except Permitted Encumbrances.
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Company Equity Interests. The Interests being acquired by the Buyer pursuant to this Agreement represent all of the issued and outstanding Capital Stock of the Company. The Interests consist solely of the Seller’s uncertificated 100% membership interest in the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Capital Stock of the Company to which the Company is a party or is bound. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the sole member of the Company on any matter. There are no Contracts to which the Company is a party or by which it is bound to (i) repurchase, redeem or otherwise acquire any Capital Stock of, or other equity or voting interest in, the Company, or (ii) vote or dispose of any Capital Stock of the Company. No Person (other than the Company itself) has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of Capital Stock of the Company.
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Company Equity Interests. Each Company Equityholder shall deliver to Issuer any certificate(s) evidencing the Company Equity Interests owned by such Company Equityholder as more fully set forth on Exhibit 1.1 hereto (“Company Certificates”), along with duly executed assignments, substantially in the form of Exhibit 1.3(a) hereto, of such Company Equity Interests, in order to effectively vest in Issuer all right, title and interest in and to the Company Equity Interests owned by such Company Equityholder. From time to time after the Closing Date, and without further consideration, each Company Equityholder shall execute and deliver such other instruments of transfer and take such other actions as Issuer may reasonably request in order to more effectively transfer to Issuer the securities intended to be transferred hereunder and as otherwise required to effectively register such transfer with the applicable Authorities (as defined below) including, but not limited to, the Republic of Hungary.
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Company Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any Party, all the Company Equity Interests that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Equity Interests) shall, at the Effective Time, be cancelled, shall cease to exist and shall no longer be outstanding and shall be converted into (and upon such conversion pursuant to this Section 2.1(e)(ii) shall have no further rights with respect thereto) the right to receive the XXXX Interests as set forth in the Allocation Schedule (or, in the case of phantom equity grants, to track the economic value of the XXXX Interests). Each member of the Company immediately prior to the Effective Time shall, at the Effective Time and without any action on the part of any Person, cease to be a member of the Company. The XXXX Interests payable with respect to the Company Equity Interests will continue to have, and be subject to, the same terms and conditions (including vesting conditions) relating thereto as in effect immediately prior to the Effective Time.
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Company Equity Interests. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Equity Interests or any Party, each issued and outstanding Company Equity Interest immediately prior to the Effective Time shall be converted into the right of the holders thereof to receive (x) such Person’s Closing Proceeds, payable in cash, without interest thereon, and (y) such Person’s Ownership Percentage of any Distribution, payable in cash, without interest thereon, in accordance with the terms and conditions of this Agreement.
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Related to Company Equity Interests

  • 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.

  • 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.

  • 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.

  • 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.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • 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.).

  • Equity Interests and Subsidiaries (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

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

  • 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.

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