Equity; Good Title. (a) Schedule 4.2(a) sets forth, as of the date hereof, the names of the holders of partnership or other equity interests of each Seller and the percentage and nature of ownership of such holder therein (such partnership and other equity interests are referred to collectively as the "Ownership Interests"). All of the outstanding Ownership Interests of the Sellers are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights.
(b) All of the outstanding Ownership Interests of the Sellers are owned beneficially and of record by the respective owners thereof identified on Schedule 4.2(a), free and clear of all Liens.
(c) Schedule 4.2(c)(i) sets forth the name, form of organization, jurisdiction of organization and percentage ownership of any Person in which the Sellers directly or indirectly own any equity or other ownership interest (an "Other Entity"). Except as set forth on Schedule 4.2(c)(ii), the Sellers have no Subsidiaries. All outstanding shares of capital stock, partnership interests and other ownership interests of each Other Entity are owned beneficially and of record by the Sellers free and clear of any Liens, preemptive rights and similar rights. Except as set forth on Schedule 4.2(c)(iii), there are no outstanding options, warrants, calls, rights or commitments, or any other agreements of any character relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of capital stock of or other debt or equity interest in such Other Entity, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock of or other debt or equity interest in any such Other Entity. Except for the Other Entities, the Sellers do not own any equity or other ownership interests in any other Person.
Equity; Good Title. (a) Schedule 5.2(a) sets forth, as of the date hereof, the names of the holders of partnership interests in RMS and the percentage and nature of ownership of such holder therein (such partnership interests are referred to collectively as the "RMS Ownership Interests").
(b) All of the outstanding RMS Ownership Interests are owned beneficially and of record by the respective owners thereof identified on Schedule 5.2(a), free and clear of all Liens.
Equity; Good Title. (a) Schedule 4.2(a) sets forth, as of the date hereof, the names of the holders of limited liability company interests of Slingshot and the percentage and nature of ownership of such holder therein (such partnership and other equity interests are referred to collectively as the "Ownership Interests"). All of the outstanding Ownership Interests of Slingshot are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights.
(b) All of the outstanding Ownership Interests of Slingshot are owned of record by the respective owners thereof identified on Schedule 4.2(a).
(c) Schedule 4.2(c)(i) sets forth the name, form of organization, jurisdiction of organization and percentage ownership of any Person in which Slingshot directly or indirectly owns any equity or other ownership interest (an "Other Slingshot Entity"). Except as set forth on Schedule 4.2(c)(ii), Slingshot has no Subsidiaries. All outstanding shares of capital stock, partnership interests and other ownership interests of each Other Slingshot Entity are owned beneficially and of record by Slingshot. Except as set forth on Schedule 4.2(c)(iii), since March 16, 1999, neither Slingshot nor any Other Slingshot Entity has issued, created or entered into outstanding options, warrants, calls, rights or commitments, or any other agreements of any character relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of capital stock of or other debt or equity interest in Slingshot or such Other Slingshot Entity, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock of or other debt or equity interest in Slingshot or any such Other Slingshot Entity. Except for the Other Slingshot Entities, Slingshot does not own any equity or other ownership interests in any other Person.
Equity; Good Title. (a) As of the date hereof, the authorized capital stock of the Seller consists of one thousand (1,000) shares of common stock, par value $1.00 per share (the “Common Stock”). As of the date hereof, one thousand (1,000) shares of the Common Stock are issued and outstanding, all of which, when issued, were duly authorized, validly issued, fully paid and nonassessable and free of any preemptive or other similar rights. No other shares of the Capital Stock of the Seller are issued and outstanding.
(b) All of the outstanding shares of Capital Stock of the Seller are owned beneficially and of record by the Shareholders, free and clear of all Liens and the Shareholders are bound by the terms of this Agreement.
(c) There are no outstanding subscriptions, options, warrants, calls, rights, contracts, commitments, understandings, restrictions or arrangements relating to the issuance, sale, transfer or voting of any shares of Capital Stock of the Seller, including any rights of conversion or exchange under any outstanding securities or other instruments.
(d) The Seller has no Subsidiaries. The Seller does not own any equity or other ownership interests in any other Person.
