Common use of Encumbrances on Equity Interests, etc Clause in Contracts

Encumbrances on Equity Interests, etc. The Target Companies are the record owner of all of the Equity Interests of each of the Subsidiaries reflected as being owned by the Target Company or such Subsidiary in Section 3.05 of the Sellers’ Disclosure Schedules and holds such Equity Interests free and clear of all Encumbrances except as disclosed in Section 3.05 of the Sellers’ Disclosure Schedules. Except as disclosed in Section 3.05 of the Sellers’ Disclosure Schedules: (i) there are no preemptive rights or other similar rights in respect of any Equity Interests in any Acquired Company, (ii) there are no Encumbrances on, or other Contractual Obligations relating to, the ownership, transfer or voting of any Equity Interests in any Acquired Company, or otherwise affecting the rights of any holder of the Equity Interests in any Acquired Company, (iii) except for the Contemplated Transactions, there is no Contractual Obligation, or provision in the Organizational Documents of any Acquired Company which obligates an Acquired Company to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any Equity Interest in any Acquired Company and (iv) there are no existing rights with respect to registration of any Equity Interests in any Acquired Company on a public securities exchange.

Encumbrances on Equity Interests, etc. The Target Companies are Company or a Subsidiary of the Company is the record owner of all of the Equity Interests of each of the Company’s Subsidiaries reflected as being owned by the Target Company or such Subsidiary in Section 3.05 of the Sellers’ Disclosure Schedules on Schedule 4.05 and holds such Equity Interests free and clear of all Encumbrances except as disclosed in Section 3.05 of the Sellers’ Disclosure Scheduleson Schedule 4.05. Except as disclosed in Section 3.05 of the Sellers’ Disclosure Scheduleson Schedule 4.05: (i) there are no preemptive rights or other similar rights in respect of any Equity Interests in the Company or any Acquired Companyof its Subsidiaries, (ii) there are no Encumbrances on, or other Contractual Obligations relating to, the ownership, transfer or voting of any Equity Interests in the Company or any Acquired Companyof its Subsidiaries, or otherwise affecting the rights of any holder of the Equity Interests in the Company or any Acquired Companyof its Subsidiaries, (iii) except for the Contemplated Transactions, there is no Contractual Obligation, or provision in the Organizational Documents of the Company or any Acquired Company of its Subsidiaries which obligates an Acquired the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any Equity Interest in the Company or any Acquired Company of its Subsidiaries (other than the Company’s obligation to redeem shares of its Series A Preferred Stock and Series B Preferred Stock as set forth in Section A.5 of Article IV of its Amended and Restated Certificate of Incorporation) and (iv) there are no existing rights with respect to registration under the Securities Act of any Equity Interests in the Company or any Acquired Company on a public securities exchangeof its Subsidiaries.

Encumbrances on Equity Interests, etc. The Target Companies are Company is the record and beneficial owner of all of the Equity Interests of each its Subsidiaries, reflected in Section 4.05(b) of the Subsidiaries reflected as being owned by the Target Company or such Subsidiary in Section 3.05 of the Sellers’ Disclosure Schedules Schedule, and holds such Equity Interests free and clear of all Encumbrances except as disclosed in Section 3.05 4.05(b) of the Sellers’ Company Disclosure SchedulesSchedule. Except as disclosed in Section 3.05 4.05(b) of the Sellers’ Company Disclosure SchedulesSchedule: (i) there are no preemptive rights or other similar rights in respect of any Equity Interests in any Acquired Companythe Company or its Subsidiaries, (ii) there are no Encumbrances on, or other Contractual Obligations relating to, the ownership, transfer or voting of any Equity Interests in the Company or any Acquired Companyof its Subsidiaries, or otherwise affecting the rights of any holder of the Equity Interests in the Company or any Acquired Companyof its Subsidiaries, (iii) except for the Contemplated Transactions, there is no Contractual Obligation, or provision in the Organizational Documents of the Company or any Acquired Company of its Subsidiaries which obligates an Acquired the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any Equity Interest in the Company or any Acquired Company of its Subsidiaries and (iv) there are no existing rights with respect to registration under the 1933 Act of any Equity Interests in the Company or any Acquired Company on a public securities exchangeof its Subsidiaries.

Encumbrances on Equity Interests, etc. The Target Companies are the record owner of all of Company holds the Equity Interests of each of the Subsidiaries reflected as being owned by the Target Company or such Subsidiary in Section 3.05 of the Sellers’ Disclosure Schedules Garden USA and holds such Equity Interests Garden BC free and clear of all Encumbrances except as disclosed in Section 3.05 Encumbrances. The Company does not hold any Equity Interests of the Sellers’ Disclosure Schedulesany Person other than Garden USA and Garden BC. Except as disclosed in set forth on Section 3.05 3.05(d) of the Sellers’ Disclosure Schedules: Schedule, (i) there are no preemptive rights or other similar rights in respect of any Equity Interests in any Acquired CompanyCompany Entity, (ii) there are no Encumbrances on, or other Contractual Obligations relating to, the ownership, transfer or voting of any Equity Interests in any Acquired CompanyCompany Entity, or otherwise affecting the rights of any holder of the Equity Interests in any Acquired CompanyCompany Entity other than (a) Permitted Encumbrances, (b) Encumbrances on transfer imposed under applicable securities laws and (c) Encumbrances created by the Buyer’s or any of Affiliates’ acts, (iii) except for the Contemplated Transactions, there is no Contractual Obligation, or provision in the Organizational Documents of any Acquired Company Entity which obligates an Acquired such Company Entity to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any Equity Interest in any Acquired such Company Entity and (iv) there are no existing rights with respect to filing a prospectus under Canadian securities laws or registration under the 1933 Act of any Equity Interests in any Acquired Company on a public securities exchangeEntity.