We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Ownership of Equity Interests Clause in Contracts

Ownership of Equity Interests. (a) As of the Closing, the Equity Interests will be owned by Splitco, free and clear of all Encumbrances (other than the Equity Interest Encumbrances), and will be duly authorized, validly issued, fully paid and, to the extent such concept is recognized by applicable Law, nonassessable and not subject to any preemptive or subscription rights (and not issued in violation of any preemptive or subscription rights). Splitco shall have good and valid title to the Equity Interests as of the Closing. As of the Closing, Splitco shall not own, directly or indirectly, except as a result of the transfer of the Equity Interests pursuant to Article 3 hereto to Splitco, or have entered into any agreement, arrangement or understanding to purchase or sell any capital stock or other ownership interests in any Person. (b) As of the date hereof, the SES Entities have good and valid title to the Equity Interests set forth next to such SES Entities’ names on Schedule 4.6(b), free and clear of all Encumbrances (other than the Equity Interest Encumbrances). Bowenvale has good and valid title to the AsiaSat Shares, free and clear of all Encumbrances (other than Equity Interest Encumbrances). Satlynx or a Subsidiary thereof has good and valid title to the capital stock of Satlynx’s direct and indirect Subsidiaries, free and clear of all Encumbrances. (c) Schedule 4.6(c) sets forth for each of Bowenvale, Star One, Satlynx and each Subsidiary of Satlynx the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock, and there are no other shares of capital stock or other equity interests in, or any securities (including debt instruments) convertible or exercisable for or exchangeable into, any capital stock of or other equity interest in, any such entity issued, reserved for issuance or outstanding. (d) All of the Equity Interests (other than the ORBCOMM Shares) have been duly authorized and validly issued, and are fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, voting or disposition restriction, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the governing documents of the entity issuing such equity interests or any Contract to which the entity issuing such equity interests is a party or is otherwise bound and are free and clear of all Encumbrances (other than the Equity Interest Encumbrances). (e) There are not any bonds, debentures, notes or other indebtedness of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the equity interests of such entities may vote (“Voting Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, preemptive rights, options, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx is a party or by which any of them is bound (i) relating to the capital stock of any such entity, (ii) obligating any such entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any such entity or any Voting Debt, (iii) obligating any such entity to issue, grant, extend or enter into any such option, warrant, right, security, commitment, Contract, arrangement or undertaking or (iv) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights of holders of capital stock of any such entity. There are not any outstanding contractual obligations of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx to repurchase, redeem or otherwise acquire any of the capital stock set forth in Schedule 4.6(c), other than the Star One right of first refusal under the Star One Shareholders Agreement (the “Star One ROFR”). (f) Bowenvale acts, and has acted, solely as the holding company for the AsiaSat Shares, and does not conduct, and has not undertaken, any business or other activities. The Liabilities of Bowenvale consist solely of its obligations under the Bowenvale Shareholders Agreement and as set out in the financial statements of Bowenvale dated December 31, 2005. The assets of Bowenvale consist solely of the AsiaSat Shares and its rights under the Bowenvale Shareholders Agreement and as set out in the financial statements of Bowenvale dated December 31, 2005. To the knowledge of SES, the AsiaSat Shares represent no less than 68.9% of the issued and outstanding capital stock of AsiaSat as of the date hereof. (g) To the knowledge of SES, (i) the amount of net debt of Star One as of December 31, 2006, after giving effect to all dividends paid with respect to 2006 (regardless of whether such dividend payments are made in 2006 or 2007) shall not be in excess of BRL 350 million (not taking into account any capital reduction of Star One) and (ii) the total amount of dividends paid by Star One with respect to fiscal 2006 (together with all other Star One distributions to SES and its Affiliates during fiscal 2006, but excluding any capital reduction of Star One) will not exceed 95% of Star One’s 2006 net income. (h) Neither Satlynx nor any of its Subsidiaries meets the conditions for bankruptcy, insolvency, moratorium or reprieve from payment, controlled management, general settlement or composition with creditors, and no events have occurred which, under applicable Law, would be reasonably likely to justify any such proceedings.

Appears in 4 contracts

Samples: Share Redemption Agreement, Share Redemption Agreement (AsiaCo Acquisition LTD), Share Redemption Agreement (General Electric Capital Corp)

Ownership of Equity Interests. (a) As Section 4.3(a) of the TAO Disclosure Schedule sets forth for each TAO Group Entity (other than TAO) (i) its jurisdiction of formation or organization, (ii) its outstanding Equity Interests and (iii) the holders of such Equity Interests as of immediately prior to the consummation of the Closing, the . All Equity Interests will be owned in each TAO Group Entity (other than TAO) that are owned, directly or indirectly, by SplitcoTAO (the “TAO Entities Equity Interests”) are free and clear of all Encumbrances, have been duly authorized and validly issued, fully paid and nonassessable, and none of such TAO Entities Equity Interests has been issued in violation of any preemptive or similar rights and no personal liability attaches to the ownership thereof. The TAO Entities’ Equity Interests constitute all of the issued and outstanding Equity Interests of the TAO Group Entities. No Equity Interests of the TAO Group Entities are reserved for issuance. (b) TAO Holdings is the sole legal and beneficial owner of one hundred percent (100%) of the issued and outstanding TAO Units, free and clear of all Encumbrances (other than the Equity Interest Encumbrances), and will be upon the consummation of the Closing, TAO shall issue, transfer, assign and deliver to Hakkasan Parent good and valid title to the Transferred TAO Units, free and clear of all Encumbrances. The Transferred TAO Units are duly authorizedauthorized and validly issued in accordance with all applicable Laws, validly issued, are fully paid and, to the extent such concept is recognized by applicable Law, nonassessable and not subject to any preemptive or subscription rights (non-assessable and were not issued in violation of any preemptive or subscription rights). Splitco shall have good similar rights and valid title no personal liability attaches to the Equity Interests as of the Closing. As of the Closing, Splitco shall not own, directly or indirectly, except as a result of the transfer of the Equity Interests pursuant to Article 3 hereto to Splitco, or have entered into any agreement, arrangement or understanding to purchase or sell any capital stock or other ownership interests in any Person. (b) As of the date hereof, the SES Entities have good and valid title to the Equity Interests set forth next to such SES Entities’ names on Schedule 4.6(b), free and clear of all Encumbrances (other than the Equity Interest Encumbrances). Bowenvale has good and valid title to the AsiaSat Shares, free and clear of all Encumbrances (other than Equity Interest Encumbrances). Satlynx or a Subsidiary thereof has good and valid title to the capital stock of Satlynx’s direct and indirect Subsidiaries, free and clear of all Encumbrancesthereof. (c) Schedule 4.6(c) sets forth for each of Bowenvale, Star One, Satlynx and each Subsidiary of Satlynx the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock, and there are no other shares of capital stock or other equity interests in, or any securities (including debt instruments) convertible or exercisable for or exchangeable into, any capital stock of or other equity interest in, any such entity issued, reserved for issuance or outstanding. (d) All of the TAO Entities Equity Interests (other than the ORBCOMM Shares) have been duly authorized and validly issuedissued in compliance with the Organizational Documents of the applicable TAO Group Entity and applicable Laws, and are fully paid and non-assessable and not subject to or none of the TAO Entities Equity Interests have been issued in violation of any purchase option, call option, voting or disposition restriction, right of first refusal, preemptive right, subscription right or similar rights held by a third party. There are no authorized or outstanding options, warrants, convertible securities or other Contract rights (exercisable, exchangeable, contingent or otherwise) to purchase or acquire any similar right under any provision of applicable Law, the governing documents Equity Interests of the entity issuing such equity interests TAO Group Entities. No TAO Group Entity has any obligation to purchase, redeem or otherwise acquire any of its Equity Interests or any Contract to which interest therein. None of the entity issuing such equity interests TAO Group Entities nor TAO is a party to a Contract in effect relating to the sale, transfer, voting purchase, disposition or is otherwise bound and are free and clear distribution of all Encumbrances any TAO Entities Equity Interests. No TAO Group Entity has any obligation to issue or distribute to holders of any Equity Interests any dividend, distribution, evidence of indebtedness or assets of the TAO Group Entities, as the case may be. (d) No TAO Group Entity has any outstanding bonds, debentures, notes or other than debt-related obligations, the Equity Interest Encumbrances)holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the members or other equityholders of such TAO Group Entity on any matter. (e) There are not any bonds, debentures, notes no authorized or other indebtedness of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the equity interests of such entities may vote (“Voting Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, preemptive rights, options, outstanding stock appreciation rights, stock-based performance phantom stock rights, restricted stock units, commitments, Contracts, arrangements performance units or undertakings similar rights with respect to any TAO Group Entity (whether payable in Equity Interests of any kind to which any of Bowenvale, Star One, Satlynx TAO Group Entity or any Subsidiary of Satlynx is a party or by which any of them is bound (i) relating to the capital stock of any such entity, (ii) obligating any such entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any such entity or any Voting Debt, (iii) obligating any such entity to issue, grant, extend or enter into any such option, warrant, right, security, commitment, Contract, arrangement or undertaking or (iv) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights of holders of capital stock of any such entity. There are not any outstanding contractual obligations of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx to repurchase, redeem or otherwise acquire any of the capital stock set forth in Schedule 4.6(c), other than the Star One right of first refusal under the Star One Shareholders Agreement (the “Star One ROFR”cash). (f) Bowenvale actsOther than the TAO Group Entities, and has actedthere is no other Person in which the TAO Group Entities own, solely as the holding company for the AsiaSat Shares, and does not conduct, and has not undertakenof record or beneficially, any business direct or other activities. The Liabilities of Bowenvale consist solely of its obligations under indirect Equity Interest or any right (contingent or otherwise) to acquire the Bowenvale Shareholders Agreement and as set out in the financial statements of Bowenvale dated December 31, 2005. The assets of Bowenvale consist solely of the AsiaSat Shares and its rights under the Bowenvale Shareholders Agreement and as set out in the financial statements of Bowenvale dated December 31, 2005. To the knowledge of SES, the AsiaSat Shares represent no less than 68.9% of the issued and outstanding capital stock of AsiaSat as of the date hereofsame. (g) To the knowledge of SES, (i) the amount of net debt of Star One as of December 31, 2006, after giving effect to all dividends paid with respect to 2006 (regardless of whether such dividend payments are made in 2006 or 2007) shall not be in excess of BRL 350 million (not taking into account any capital reduction of Star One) and (ii) the total amount of dividends paid by Star One with respect to fiscal 2006 (together with all other Star One distributions to SES and its Affiliates during fiscal 2006, but excluding any capital reduction of Star One) will not exceed 95% of Star One’s 2006 net income. (h) Neither Satlynx nor any of its Subsidiaries meets the conditions for bankruptcy, insolvency, moratorium or reprieve from payment, controlled management, general settlement or composition with creditors, and no events have occurred which, under applicable Law, would be reasonably likely to justify any such proceedings.

Appears in 1 contract

Samples: Transaction Agreement (Madison Square Garden Entertainment Corp.)

Ownership of Equity Interests. (a) As Section 3.3(a) of the Hakkasan Parent Disclosure Schedule sets forth for each Hakkasan Contributed Entity (i) its jurisdiction of formation or organization, (ii) its outstanding Equity Interests and (iii) the holders of such Equity Interests as of immediately prior to the consummation of the Closing. All Equity Interests in each Hakkasan Contributed Entity are free and clear of all Encumbrances, have been duly authorized and validly issued, fully paid and nonassessable, and none of such Equity Interests has been issued in violation of any preemptive or similar rights and no personal liability attaches to the ownership thereof. The Equity Interests of each Hakkasan Contributed Entity listed on Section 3.3(a) of the Hakkasan Parent Disclosure Schedule (the “Hakkasan Entities Equity Interests”) constitute all of the issued and outstanding Equity Interests of the Hakkasan Contributed Entities. No Equity Interests of the Hakkasan Contributed Entities are reserved for issuance. (b) By its ownership of the Hakkasan Contributed Interests, Hakkasan Parent is, directly or indirectly, the sole legal and beneficial owner of one hundred percent (100%) of the issued and outstanding Equity Interests will be owned by Splitcoof the Hakkasan Contributed Entities, free and clear of all Encumbrances (other than the Equity Interest Encumbrances), and will be upon the consummation of the Closing, Hakkasan Parent shall contribute, transfer, convey, assign and deliver to TAO good and valid title to the Hakkasan Contributed Interests, free and clear of all Encumbrances. The Hakkasan Contributed Interests are duly authorizedauthorized and validly issued in accordance with all applicable Laws, validly issued, are fully paid and, to the extent such concept is recognized by applicable Law, nonassessable and not subject to any preemptive or subscription rights (non-assessable and were not issued in violation of any preemptive or subscription rights). Splitco shall have good similar rights and valid title no personal liability attaches to the Equity Interests as of the Closing. As of the Closing, Splitco shall not own, directly or indirectly, except as a result of the transfer of the Equity Interests pursuant to Article 3 hereto to Splitco, or have entered into any agreement, arrangement or understanding to purchase or sell any capital stock or other ownership interests in any Person. (b) As of the date hereof, the SES Entities have good and valid title to the Equity Interests set forth next to such SES Entities’ names on Schedule 4.6(b), free and clear of all Encumbrances (other than the Equity Interest Encumbrances). Bowenvale has good and valid title to the AsiaSat Shares, free and clear of all Encumbrances (other than Equity Interest Encumbrances). Satlynx or a Subsidiary thereof has good and valid title to the capital stock of Satlynx’s direct and indirect Subsidiaries, free and clear of all Encumbrancesthereof. (c) Schedule 4.6(c) sets forth for each of Bowenvale, Star One, Satlynx and each Subsidiary of Satlynx the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock, and there are no other shares of capital stock or other equity interests in, or any securities (including debt instruments) convertible or exercisable for or exchangeable into, any capital stock of or other equity interest in, any such entity issued, reserved for issuance or outstanding. (d) All of the Hakkasan Entities Equity Interests (other than the ORBCOMM Shares) have been duly authorized and validly issuedissued in compliance with the Organizational Documents of the applicable Hakkasan Contributed Entity and applicable Laws, and are fully paid and non-assessable and not subject to or none of the Hakkasan Entities Equity Interests have been issued in violation of any purchase option, call option, voting or disposition restriction, right of first refusal, preemptive right, subscription right or similar rights held by a third party. There are no authorized or outstanding options, warrants, convertible securities or other Contract rights (exercisable, exchangeable, contingent or otherwise) to purchase or acquire any similar right under any provision of applicable Law, the governing documents Equity Interests of the entity issuing such equity interests Hakkasan Contributed Entities. No Hakkasan Contributed Entity has any obligation to purchase, redeem or otherwise acquire any of its Equity Interests or any Contract to which interest therein. None of the entity issuing such equity interests Hakkasan Contributed Entities nor Hakkasan Parent is a party to a Contract in effect relating to the sale, transfer, voting, purchase, disposition or is otherwise bound and are free and clear distribution of all Encumbrances any Hakkasan Entities Equity Interests. No Hakkasan Contributed Entity has any obligation to issue or distribute to holders of any Equity Interests any dividend, distribution, evidence of indebtedness or assets of the Hakkasan Contributed Entities, as the case may be. (d) No Hakkasan Contributed Entity has any outstanding bonds, debentures, notes or other than debt-related obligations, the Equity Interest Encumbrances)holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the members or other equityholders of such Hakkasan Contributed Entity on any matter. (e) There are not any bonds, debentures, notes no authorized or other indebtedness of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the equity interests of such entities may vote (“Voting Debt”). There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, preemptive rights, options, outstanding stock appreciation rights, stock-based performance phantom stock rights, restricted stock units, commitments, Contracts, arrangements performance units or undertakings similar rights with respect to any Hakkasan Contributed Entity (whether payable in Equity Interests of any kind to which any of Bowenvale, Star One, Satlynx Hakkasan Contributed Entity or any Subsidiary of Satlynx is a party or by which any of them is bound (i) relating to the capital stock of any such entity, (ii) obligating any such entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any such entity or any Voting Debt, (iii) obligating any such entity to issue, grant, extend or enter into any such option, warrant, right, security, commitment, Contract, arrangement or undertaking or (iv) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights of holders of capital stock of any such entity. There are not any outstanding contractual obligations of Bowenvale, Star One, Satlynx or any Subsidiary of Satlynx to repurchase, redeem or otherwise acquire any of the capital stock set forth in Schedule 4.6(c), other than the Star One right of first refusal under the Star One Shareholders Agreement (the “Star One ROFR”cash). (f) Bowenvale actsOther than the Hakkasan Contributed Entities, and has actedthere is no other Person in which the Hakkasan Contributed Entities own, solely as the holding company for the AsiaSat Shares, and does not conduct, and has not undertakenof record or beneficially, any business direct or other activities. The Liabilities of Bowenvale consist solely of its obligations under indirect Equity Interest or any right (contingent or otherwise) to acquire the Bowenvale Shareholders Agreement and as set out in the financial statements of Bowenvale dated December 31, 2005. The assets of Bowenvale consist solely of the AsiaSat Shares and its rights under the Bowenvale Shareholders Agreement and as set out in the financial statements of Bowenvale dated December 31, 2005. To the knowledge of SES, the AsiaSat Shares represent no less than 68.9% of the issued and outstanding capital stock of AsiaSat as of the date hereofsame. (g) To the knowledge of SES, (i) the amount of net debt of Star One as of December 31, 2006, after giving effect to all dividends paid with respect to 2006 (regardless of whether such dividend payments are made in 2006 or 2007) shall not be in excess of BRL 350 million (not taking into account any capital reduction of Star One) and (ii) the total amount of dividends paid by Star One with respect to fiscal 2006 (together with all other Star One distributions to SES and its Affiliates during fiscal 2006, but excluding any capital reduction of Star One) will not exceed 95% of Star One’s 2006 net income. (h) Neither Satlynx nor any of its Subsidiaries meets the conditions for bankruptcy, insolvency, moratorium or reprieve from payment, controlled management, general settlement or composition with creditors, and no events have occurred which, under applicable Law, would be reasonably likely to justify any such proceedings.

Appears in 1 contract

Samples: Transaction Agreement (Madison Square Garden Entertainment Corp.)