Ownership of Company Interests. The Company Interests listed on Section 2.2(e) of the Disclosure Schedule constitute all of the issued and outstanding equity interests in the Company, and all such interests are owned by the Owners.
Ownership of Company Interests. The Company Interests to be assigned to the Partnership have been duly authorized and issued and are free and clear of all liens, security interests and encumbrances of any kind and nature whatsoever. The Company Interests represent 100% of the outstanding equity interests in the Company, and there are no options, warrants, subscription rights or rights of conversion or exchange that would obligate the Company to issue additional equity interests.
Ownership of Company Interests. Such Contributor's Company Interests listed on Section 2.2(e) of the Disclosure Schedule constitute all of the issued and outstanding equity interests of said Contributor in the Company, and all such interests are owned by said Contributors. Such Contributor is the sole owner of its Company Interests, beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey its Company Interests, free and clear of any Liens. Upon delivery of consideration for such Company Interests, such Contributor will transfer to Acquirer good and valid title thereto, free and clear of any Liens except Liens created in favor of the Acquirer by the transactions contemplated hereby. Such Contributor does not have any commitment or legal obligation, absolute or contingent, to any Person other than the Acquirer to sell, sign, transfer or effect a sale of any right, title or interest in or to its Company Interests.
Ownership of Company Interests. (a) As of the date hereof and as of the Tranche 1 Closing Date, (i) all of the Tranche 1 Interests are owned by Omega UK, free and clear of any Liens (other than any restrictions under applicable securities Laws) and (ii) Omega UK is entitled to transfer the full ownership of the Tranche 1 Interests to Buyer on the terms set out in this Agreement free and clear of all Liens (other than any restrictions under applicable securities Laws).
(b) As of the date hereof and as of the Tranche 2 Closing Date, (i) all of the Tranche 2 Interests are owned by Omega UK, free and clear of any Liens (other than any restrictions under applicable securities Laws) and (ii) Omega UK is entitled to transfer the full ownership of the Tranche 2 Interests to Buyer on the terms set out in this Agreement free and clear of all Liens (other than any restrictions under applicable securities Laws).
(c) Upon delivery of the Company Interests to Buyer as contemplated by this Agreement, Omega UK will convey to Buyer good and valid title to the Company Interests, free and clear of any Liens (other than any restrictions under applicable securities Laws).
Ownership of Company Interests. Such Contributor's Company Interests listed on Schedule II constitute all of the issued and outstanding equity interests of said Contributor in the Company, and all such interests are owned by said Contributors. Such Contributor is the sole owner of its Company Interests (with FSPP I being the record and beneficial owner of a 66.38% membership interest in the Company and FSPP II being the record and beneficial owner of a 20.67% membership interest in the Company), beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey its Company Interests, free and clear of any Liens. Upon delivery of consideration for such Company Interests, such Contributor will transfer to Acquirer good and valid title thereto, free and clear of any Liens except Liens created in favor of the Acquirer by the transactions contemplated hereby. Such Contributor does not have any commitment or legal obligation, absolute or contingent, to any Person other than the Acquirer to sell, sign, transfer or effect a sale of any right, title or interest in or to its Company Interests.
Ownership of Company Interests. No Voting Trusts 24 3.2 Authorization 24 3.3 Consents and Approvals; No Violation 24 3.4 Litigation 24 3.5 Parent Shares 25 3.6 Brokers’ Fees 26 4. Representations and Warranties of the Company 26
4.1 Organization, Legal Existence, Power and Qualification 27
4.2 Ownership of Company Interests; No Voting Trusts 27
4.3 Subsidiaries 27
4.4 Power and Authority 27
4.5 Governmental Consents and Filings 28 4.6 Litigation 28 4.7 Financial Statements 28 4.8 Accounts Receivable 29 4.9 Customers and Suppliers 29 4.10 Intellectual Property 29 4.11 Compliance; Conflicts 31 4.12 Agreements; Actions 31
Ownership of Company Interests. The Contributor is the sole owner of its Company Interests beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey the Company Interests, free and clear of any Liens. Upon delivery of consideration for such Company Interests, the Contributor will transfer to Acquirer good and valid title thereto, free and clear of any Liens except Liens created in favor of the Acquirer by the transactions contemplated hereby. Except as provided in this Agreement, there are no rights to purchase, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or similar understandings of any kind outstanding (i) relating to any interest in the Company, or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the Company Interests, or any securities of any kind convertible into any of the foregoing, or any equity interest or profit participation of any kind in the Company. The Contributor does not have any commitment or legal obligation, absolute or contingent, to any Person other than the Acquirer to sell, sign, transfer or effect a sale of any right, title or interest in or to its Company Interests.
Ownership of Company Interests. Such CZH Transferor holds, as record owner, the Company Interests set forth opposite such CZH Transferor’s name under the caption “Company Interests” on Exhibit B, subject to no Encumbrances, and such CZH Transferor is the sole record owner of such Company Interests. The Company Interest held of record by each CZH Transferor are held 85% for the benefit of Lord Link and 15% for the benefit of Jifu. The Company Interests together constitute 100% of the equity interests in the Company, and no Person (other than the CZH Holders) has any right or option to acquire any equity interest in the Company or has claimed or otherwise asserted, either formally or informally, any right to acquire any equity interests or any interest therein. The Company Interests being conveyed by the CZH Transferors constitute 100% of the equity interest in the Company. Such CZH Transferor is not a party to any agreement that restricts his right or ability to sell or otherwise transfer the Company Interests pursuant to this Agreement. All actions and agreements necessary for the payment of the Cash Consideration and the issuance of the SolarMax Shares to the CZH Holders have been taken, and true and correct copies of all such instruments have been provided to SolarMax.
Ownership of Company Interests. Seller owns all of the Company Interests free and clear of any Liens other than Liens set forth in Section 4.2 of the Disclosure Schedule and Liens that will be terminated at or prior to Closing in accordance with this Agreement.
Ownership of Company Interests. (a) Seller has good and valid title to the Company Interests, free and clear of all Liens (except as may be set forth in the organizational documents of the Company, restrictions on transfer arising under applicable Law and Liens that will be released at Closing), and is the legal, record and beneficial owner thereof.
(b) Assuming Purchaser has the requisite power and authority to be the lawful owner of the Company Interests, at the Closing, good and valid title to the Company Interests will pass to Purchaser, free and clear of all Liens, except (i) as may be set forth in the organizational documents of the Company, (ii) restrictions on transfer arising under applicable Law and (iii) for Liens arising from acts of Purchaser or its Affiliates.
