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.