Organization; Ownership Interests Sample Clauses

Organization; Ownership Interests. (i) Each of Wolverine, W/Investments, and W/W Holdings is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other formation, is duly qualified to do business and in good standing in each other jurisdiction in which it conducts business where its failure to do so would materially adversely affect its operations, and has all requisite corporate power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Attached as Schedule 4(b) are correct and complete copies of the Organization Instruments of Wolverine, W/W Holdings, and W/Investments, respectively, as in effect on the date of this Agreement. (ii) Wolverine owns indirectly all of the ownership interest in W/Investments; and W/Investments owns all of the ownership interests in W/W Holdings, W/Investments has taken appropriate action under its Organization Instruments to transfer its ownership interest in Wolverine Shanghai to W/W Holdings such that W/W Holdings is (subject to approvals and registrations contemplated by the Transaction Documents) the sole Member owns all of the ownership interest in Wolverine Shanghai. W/W Holdings is authorized to issue 10,000 shares of one class of stock (which class is “Ordinary Stock”) and all such shares of Ordinary Stock are on the Effective Date issued to W/Investments.

Organization; Ownership Interests. (i) The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other formation, is duly qualified to do business and in good standing in each other jurisdiction in which it conducts business where its failure to do so would materially adversely affect its operations, has all requisite corporate power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement and the other Accelerated Purchase Transaction Documents, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the other Accelerated Purchase Transaction Documents. Attached as Schedule 6(a) are correct and complete copies of the Organization Instruments of Purchaser, as in effect on the date of this Agreement. (ii) Xxxxxxx owns directly thirty (30) Membership Units representing thirty percent (30%) of the ownership interests in W/Investments, free and clear of all liens, claims, restrictions and encumbrances.