Ownership; Capitalization. (a) Seller holds of record, owns beneficially, and has good and marketable title to the Purchased Company Interests, free and clear of all Liens but subject to the express terms and conditions set forth in the LLC Agreement.
(b) As of the Agreement Date, Seller holds 24% of the issued and outstanding membership interests of the Company (represented by 186,632 units), and Seller does not hold any other such interests or units representing the same. Seller will transfer (or cause to be transferred) the Purchased Company Interests to Buyer at the Closing in exchange for the Purchase Consideration. The Purchased Company Interests constitute, and will at the Closing constitute, all of Seller’s and its permitted transferees’ membership interests and units in the Company, and neither Seller nor any of its permitted transferees will retain any membership interests and units in the Company after the Closing, other than in each case any Additional Interests acquired by Seller as a result of the AHR Non-Funding Exception. Other than the sale of the Purchased Company Interests to Buyer pursuant to this Agreement and as set forth in the LLC Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller to sell the Purchased Company Interests. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Purchased Company Interests. Except as set forth in the LLC Agreement, there are no contractual obligations of the Company to repurchase, redeem or otherwise acquire any Purchased Company Interests. Seller has not received any written notice of default alleging that it is in default under the LLC Agreement, and to the Knowledge of Seller, Seller has complied in all material respects with the terms, conditions and restrictions of the LLC Agreement. Section 3.5
Ownership; Capitalization. The Company owns, directly or indirectly, each of the outstanding capital stock (or other ownership interests) of each of the Company's Subsidiaries as set forth in Section 3.3(a) of the Disclosure Schedule, and, except as set forth in Section 3.3(a) of the Disclosure Schedule, the Company has no equity or similar interest in any other Person or entity excluding securities in any publicly traded company held for investment. The Company, directly or indirectly, is the beneficial owner of all of the outstanding shares of capital stock of each Subsidiary shown to be owned by it, free and clear of any and all Encumbrances. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary is as set forth on part (a) of Section 3.3 of the Disclosure Schedule. All of the shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any preemptive or other similar rights. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there are no (i) outstanding Equity Securities of its Subsidiaries or (ii) commitments or obligations of any kind or character for (A) the issuance of Equity Securities of its Subsidiaries or (B) the repurchase, redemption or other acquisition of any Equity Securities of its Subsidiaries. Except as set forth in Section 3.3(a) of the Disclosure Schedule, there are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the purchase, sale or voting of the Equity Securities of the Company's Subsidiaries.
Ownership; Capitalization. The Company has no Subsidiaries other than the Company Subsidiaries. Schedule 5.3(a) sets forth, for each Company Subsidiary and each other entity in which a Company Subsidiary owns, directly or indirectly, any capital stock or other equity securities or ownership interests, (i) its name and jurisdiction of organization; (ii) the number of shares of each class of its authorized capital stock or other equity securities or ownership interests, as applicable; (iii) each of (A) the number of issued and outstanding shares of each class of its capital stock or other equity securities or ownership interests, as applicable, (B) the names of the holders thereof and (C) the number of shares or other equity securities or ownership interests, as applicable, held by each such holder; and (iv) the number of shares of its capital stock or other equity securities or ownership interests held in treasury. Except as set forth in Schedule 5.3(a), neither the Company nor any Company Subsidiary has any direct or indirect equity investment or ownership interest in any Person. Except as set forth in Schedule 5.3(a), the Company is the direct owner of all of the outstanding shares of capital stock or other equity securities or ownership interests of each Company Subsidiary and the direct owner of each of the equity investments or ownership interests set forth on Schedule 5.3(a), in each case, free and clear of all Liens. All of the shares of capital stock or other equity securities or ownership interests, as applicable, of each Company Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive or other similar rights. Except for this Agreement, there are no options, warrants, calls or other agreements of any kind or character for (1) the issuance or sale of capital stock or other equity securities or ownership interests, as applicable, of any Company Subsidiary or any securities or rights convertible into, or exercisable or exchangeable for, any such capital stock, equity securities or ownership interests, as applicable, or (2) the repurchase, redemption or other acquisition of any capital stock, other equity securities or ownership interests, as applicable, of any Company Subsidiary. There are no shareholder agreements, voting trusts, proxies or other similar agreements or understandings with respect to or concerning the capital stock, equity securities or ownership interests, as applicable, of...
Ownership; Capitalization. Schedule 7.22 sets forth the correct legal name, jurisdiction of organization and, if applicable, the organizational identification number assigned by the applicable jurisdiction of organization of the Property Owners. The authorized Capital Securities of each of the Property Owners is as set forth on Schedule 7.22. All issued and outstanding Capital Securities of each of the Property Owners is duly authorized and validly issued, and if the Capital Securities of a corporate entity, fully paid, nonassessable, and in each case is free and clear of all Liens other than those in favor of the Agent, and such Capital Securities were issued in compliance with all applicable Laws. The identity of the holders of the Capital Securities of each of the Property Owners and the percentage of their fully diluted ownership of the Capital Securities of each of the Property Owners as of the Closing Date is set forth on Schedule 7.22. As of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Property Owner of any Capital Securities of any such entity.
Ownership; Capitalization. Schedule 4.3 is a true, correct and complete list of the Subsidiaries. Schedule 4.3 accurately sets forth for each Subsidiary, (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock, (iii) the number of issued and outstanding shares of capital stock and (iv) the holders thereof and the number of shares held by each such holder. The Company or another Subsidiary owns, of record and beneficially, good and valid title to the outstanding shares of capital stock of each Subsidiary, free and clear of any and all Liens, except for restrictions on transferability imposed by securities Laws. All of the issued and outstanding shares of capital stock of the each Subsidiary have been duly and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive or other similar right. There are no options, warrants or other rights to subscribe for or purchase any capital stock of any of the Subsidiaries or securities convertible into or exchangeable for, or which otherwise confer on the holder any right to acquire, any capital stock of any of the Subsidiaries, nor are the Company, any of the Subsidiaries or Sellers committed to issue any such option, warrant or other right.
Ownership; Capitalization. (a) Each Contributor owns its applicable Rev Contributed Interests, which constitute one hundred percent (100%) of the issued and outstanding membership interests in such Contributor’s applicable Contributed Entity, and such Contributor’s right, title, and interest in such Rev Contributed Interests is free and clear of all Liens, other than Permitted Liens. Except for such Contributor’s ownership of its applicable Rev Contributed Interests, such Contributor does not have any other interest in, or right to acquire, any membership interest or units of any class or series or any other equity interests in any Subsidiary of such Contributed Entity or other rights convertible, exercisable, or exchangeable into equity interests or units of any class or series or any other equity interests of any Subsidiary of such Contributed Entity. Except as may be set forth in any Principal Facility Document or with respect to its Rev Contributed Interests, there are no other issued and outstanding equity securities or interests of any Contributor Subsidiary of such Contributor or any securities or interests convertible, exchangeable, or exercisable into equity securities or interests of any Contributor Subsidiary of such Contributor. All securities and interests held by Contributor in a Contributor Subsidiary or by a Contributor Subsidiary in another Contributor Subsidiary are duly authorized, validly issued, fully paid, and non-assessable and were issued in conformity with all applicable Laws. Other than as may be set forth in any Principal Facility Document, no authorized, issued, or outstanding equity interests in any Contributor Subsidiary of such Contributor are subject to, and no such equity interests were issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right, or any similar right under applicable Law, the Governing Documents of the applicable Contributor Subsidiary of such Contributor or any Contract to which any Contributor Subsidiary of such Contributor is or was a party or by which any Contributor Subsidiary of such Contributor, or any asset or property of any Contributor Subsidiary of such Contributor, is or was otherwise bound.
(b) Each Contributor has made available to Rev and each other Contributor true, correct and complete copies of the Governing Documents of such Contributor and its Contributor Subsidiaries as in effect immediately prior to the applicable Contribution Date (including all amendme...
Ownership; Capitalization. (a) As of immediately prior to Closing, (i) Rev owns one hundred percent (100%) of the issued and outstanding membership interests in Rev Holdings, (ii) Rev Holdings owns one hundred percent (100%) of the issued and outstanding membership interests in Rev Intermediary, and (iii) Rev Intermediary owns one hundred percent (100%) of the issued and outstanding membership interests in Rev Holdco, in each case free and clear of all Liens, and there are no other issued and outstanding equity securities or interests of any Rev Entity, or any securities or interests convertible, exchangeable, or exercisable into equity securities or interests of any Rev
Ownership; Capitalization. The Company is the record and beneficial owner of all of the outstanding shares of capital stock of the Subsidiary. All of the outstanding shares of capital stock of the Subsidiary have been duly authorized and validly issued and are fully paid and non- assessable. Except for the outstanding capital stock of the Subsidiary owned by the Company, (i) there are no outstanding Equity Securities of the Subsidiary and (ii) the Company is not a party to commitments or obligations of any kind or character for (A) the issuance of Equity Securities of the Subsidiary or (B) the repurchase, redemption or other acquisition of any Equity Securities of the Subsidiary. There are no stockholder agreements, voting trusts, proxies or other agreements or understandings to which the Company is a party with respect to or concerning the purchase, sale or voting of the Equity Securities of the Subsidiary.
Ownership; Capitalization. The Subsidiaries and any other entities in which NCNG or a Subsidiary has an equity investment are set forth on Schedule 4.3(a) attached hereto. Except as set forth in Schedule 4.3(a), neither NCNG or any Subsidiary has an equity investment in any other entity. Except as set forth in Schedule 4.3(a), NCNG is the direct, indirect or beneficial owner of all of the outstanding shares of capital stock of each of the Subsidiaries and the direct, indirect or beneficial owner of each of the equity investments set forth on Schedule 4.3(a), in each case, free and clear of any and all encumbrances. The authorized, issued and outstanding capital stock, and the record ownership of all such shares of capital stock, of each Subsidiary of NCNG are set forth on Schedule 4.3(a). All of the shares of capital stock of each Subsidiary of NCNG have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive or other similar rights. Except as set forth in Schedule 4.3(a), (i) no capital stock of any Subsidiary of NCNG is outstanding and (ii) there are no commitments or obligations of any kind or character for (x) the issuance of capital stock by any Subsidiary, or (y) the repurchase, redemption or other acquisition of any capital stock of any Subsidiary. There are no existing subscriptions, options, warrants, calls, voting trust agreements or similar agreements, shareholder agreements, proxies or other agreements or understandings with respect to or concerning the capital stock of any Subsidiary.
Ownership; Capitalization. (a) The authorized capital stock of HVDH consists of 72,000 ordinary Class A shares and 18,000 ordinary Class B shares with a nominal value of one EUR, of which 20,000 Class A shares and 5,000 Class B shares are outstanding. Seller is the sole record and beneficial owner of the 20,000 Class A shares of HVDH (the “Subject Shares”) free and clear of any Liens (other than Permitted Liens). Vinccler is the sole record owner of the 5,000 Class B shares the (“Vinccler Shares”). The Subject Shares represent eighty percent (80%) of the entire allotted, duly authorized and validly issued share capital of HVDH and are duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights. The Subject Shares represent eighty percent (80%) of the voting rights (other than with respect to class voting rights) of shareholders of HVDH and are not subject to any restrictions as to voting. There are no outstanding depository receipts (certificaten) in respect of any of the Subject Shares or the Vinccler Shares. Other than the Subject Shares and the Vinccler Shares, there are no outstanding shares of capital stock or other Equity Interests of HVDH.
(b) Immediately following the Initial Closing, Buyer will have good title to 7,250 Subject Shares (the “First Tranche Subject Shares”) free and clear of any Liens (other than Permitted Liens, all of which have been waived in connection with, or are otherwise inapplicable to, the transfer of the First Tranche Subject Shares to Buyer at the Initial Closing). The First Tranche Subject Shares represent twenty-nine percent (29%) of the entire allotted, duly authorized and validly issued share capital of HVDH and the voting rights of shareholders of HVDH (other than with respect to class voting rights) and are not subject to any restrictions as to voting. Immediately following the Final Closing, in addition to any First Tranche Subject Shares held by Buyer, Buyer will own beneficially and of record 12,750 Subject Shares (the “Second Tranche Subject Shares”) free and clear of any Liens (other than Permitted Liens, all of which have been waived in connection with, or are otherwise inapplicable to, the transfer of the Second Tranche Subject Shares to Buyer at the Final Closing). The Second Tranche Subject Shares represent fifty-one percent (51%) of the entire allotted, duly authorized and validly issued share capital of HVDH and the voting rights of shareholders of HVDH (other than with respect to class voting rig...
