Ownership of the Companies. (i) Parent owns all of the issued and outstanding capital stock of FFE, Express, Cartage and Middleton (ii) FFE owns all of the issued and outstanding stock of Borrower, Xxxxxxx, AirPro, Logistics and Xxxx, (iii) AirPro owns all of the issued and outstanding capital stock of CPI, and (iv) except as provided in this Section 4.8, none of the Companies has any Other Subsidiary.
Ownership of the Companies. PLICO is the holder of record and beneficial owner of all of the Shares (other than the shares of capital stock of the UDC Subsidiaries), free and clear of any mortgage, pledge, Lien, encumbrance, charge or security interest of any kind (other than restrictions imposed under securities or insurance laws of general applicability). UDC is the holder of record and beneficial owner of all of the shares of capital stock of the UDC Subsidiaries, free and clear of any mortgage, pledge, Lien, encumbrance, charge or security interest of any kind (other than restrictions imposed under securities or insurance laws of general applicability). Neither PLICO nor UDC is a party to any option, warrant, purchase right or other Contract or commitment that could require the sale, transfer or other disposition of any of the Shares owned by it (other than this Agreement). Neither PLICO nor UDC is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Shares owned by it. Upon the delivery of and payment for the Shares at the Closing as provided for in this Agreement, Purchaser will acquire good and valid title to all the Shares, free and clear of any and all Liens.
Ownership of the Companies. (a) Except as set forth on Schedule 2.2, all of the outstanding shares of capital stock of (or other ownership interests in) each of the Sellers are owned of record and beneficially solely by Parent free and clear of any Liens. The ownership of the Subsidiary Shares is described on Schedule 2.2. All of the Subsidiary Shares are (i) duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and were issued in compliance with all applicable Laws and (ii) except for nominal or qualifying shares identified on Schedule 2.2, owned of record and beneficially solely by one or more Sellers and/or other Seller Subsidiaries, free and clear of any Liens. There are no options, warrants, calls, rights or agreements to which Parent or any of the Companies is a party obligating any of them to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of (or other ownership interests in) any of the Companies or obligating Parent or any of the Companies to grant, extend or enter into any such option, warrant, call, right or agreement. There are no agreements, voting trusts or proxies with respect to the voting of the Subsidiary Shares. The transfer of the nominal or qualifying shares of the Seller Subsidiaries not owned by any of the Companies to Persons designated by Buyer (i) shall be accomplished at or prior to the Closing and (ii) shall not require any payment by AlliedSignal or Buyer to any Person or result in the creation of any Liability of AlliedSignal or Buyer to any Person.
(b) Except for the Subsidiary Shares and except as set forth on Schedule 2.2, none of the Companies owns any shares of capital stock of (or other ownership interests in) any other Person, including any joint venture.
Ownership of the Companies a. Reserved.
b. Subject to the Transaction Summary, the following collectively own 100% of the equity interests of each Company: Tronox Limited Class A Shares publivally listed (or to be publically listed) on the NYSE Class B Shares held by Exxaro Sellers 100% 100% Tronox Incorporated Tronox US Holdings Inc. 100% Tronox Worldwide LLC Tronox Australia Holdings Pty Ltd 100% Triple S Refining Corporation Tronox Incorporated 100% Southwestern Refining Company, Inc. Triple S Refining Corporation 100% Tronox LLC Tronox Incorporated 100% Tronox Holdings, Inc. Tronox LLC 100% Tronox Pigments Ltd. Tronox Worldwide LLC 100% Tronox US Holdings Inc. Tronox Global Holdings Pty Limited 100% Tronox Australia Holdings Pty Limited Tronox Global Holdings Pty Limited 100% Tronox Australia Pigments Holdings Pty Limited Tronox Incorporated 100% Tronox Pigments Australia Holdings Pty Limited Tronox Australia Pigments Holdings Pty Limited 100% Tronox Pigments Australia Pty Limited Tronox Pigments Australia Holdings Pty Limited 100% Tronox Pigments Western Australia Pty Limited Tronox Pigments Australia Pty Limited 100% Tronox Global Holdings Pty Limited Tronox Limited 100% Tronox Sands Holdings Pty Limited Tronox Global Holdings Pty Limited 100% Tronox International Finance LLP Tronox Limited Tronox Global Holdings Pty Limited 1% 99% Tronox Western Australia Pty Ltd Tronox Worldwide LLC 100% Tiwest Pty Ltd Tronox Western Australia Pty Ltd Yalgoo Minerals Pty. Ltd 50% 50% Tronox Holdings (Australia) Pty Ltd (“THAPL”) Tronox Pigments Australia Pty Limited Exxaro Sands Holdings BV (“ESHBV”) / Tronox Pigments Western Australia Pty Ltd (“TPWA”)3 51% 49% Tronox Investments (Australia) Pty Ltd Tronox Holdings (Australia) Pty Ltd. 100% Tronox Australia Sands Pty Ltd Tronox Investments (Australia) Pty Ltd 100% Ticor Resources Pty Ltd Tronox Australia Sands Pty Ltd 100%
Ownership of the Companies. Except as listed on Schedule 4(a) through 4(b), attached hereto and made a part hereof:
a. [Reserved]
b. Set forth in Schedule 4(b) to the Prior Perfection Certification are the persons or companies who collectively own 100% of the equity interests of each Company.
Ownership of the Companies. (i) Parent owns all of the issued and outstanding capital stock of Borrower, Xxxxxxx, FX, Logistics and LML, (ii) FX owns all of the issued and outstanding capital stock of CPI, and (iii) except as provided in this Section 4.8, none of the Companies has any Other Subsidiary.
Ownership of the Companies. (i) Parent owns all of the issued and outstanding capital stock of FFE, Express, Cartage and Middleton, (ii) FFE owns all of the issued and outstanding capital stock of Borrower, Conwell, W&B, AEL and Lisa, (iix) X&X owns 19.9% of txx partnership interests of W&B Newco, L.P. a Texas limited partnership, and is a limited partner of such company, (iv) W&B owns all of the issued and outstanding capital stock of CPI, and (v) except as provided in this Section 4.8, none of the Companies has any Other Subsidiary.
Ownership of the Companies. (a) WGL Seller owns, and at all times since the formation of each of Arcadia Solar and Arcadia Fuel Cell has owned, of record and beneficially one hundred percent (100%) of the issued and outstanding Membership Interests in each of Arcadia Solar and Arcadia Fuel Cell, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
(b) WGSW Seller owns each of the SFEE Membership Interests, the SFGF Membership Interests, the SFGF II Membership Interests, the SFRC Membership Interests and the SF ECHO Membership Interests, in each case free and clear of all Encumbrances, other than Permitted Encumbrances.
(c) As of the Effective Date: (i) WGL Seller owns, and at all times since the formation or acquisition of each WGL Seller Owned Company Subsidiary has owned, of record and beneficially one hundred percent (100%) of the issued and outstanding limited liability company membership interest in each WGL Seller Owned Company Subsidiary, in each case free and clear of all Encumbrances, other than Permitted Encumbrances; (ii) WGL Energy Services owns, and at all times since the formation or acquisition of each WGL Energy Services Owned Company Subsidiary has owned, of record and beneficially one hundred percent (100%) of the issued and outstanding limited liability company membership interest in each WGL Energy Services Owned Company Subsidiary, in each case free and clear of all Encumbrances, other than Permitted Encumbrances; and (iii) all of the limited liability company membership interests in each WGL Seller Owned Company Subsidiary and WGL Energy Services Owned Company Subsidiary have been: (A) duly authorized and are validly issued; (B) fully paid and have no requirements for the owner thereof to make additional contributions; and (C) are non-assessable and were issued in compliance with applicable Laws.
(d) All Membership Interests have been: (i) duly authorized and are validly issued; (ii) fully paid and have no requirements for the owner thereof to make additional contributions; and (iii) are non-assessable and were issued in compliance with applicable Laws. Upon Closing, Buyer shall acquire beneficially good and valid title to all such Membership Interests, free and clear of any and all Encumbrances, other than Permitted Encumbrances. The Membership Interests constitutes one hundred percent (100%) of (x) the equity interests of each of Arcadia Solar, Arcadia Fuel Cell and SF Echo LLC and (y) the Class B Units of each of SFEE, SFGF, SFG...
Ownership of the Companies. Section 3(e) of the Disclosure Schedule describes the ownership of each of the Companies as of the date of this Agreement and as that ownership will exist as of Closing upon the satisfaction of certain conditions of this Agreement relating thereto. Each Seller holds of record and owns beneficially, or will hold and will own as of Closing, as the case may be, and each Seller has good and marketable title to, those interests in the Companies set forth next to his or its name in section 3(e) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Sellers are party to any option, warrant, purchase right, or other contract or commitment that could require a Seller to sell, transfer, or otherwise dispose of any partnership interest, capital stock, or other equity in either of the Companies (other than this Agreement). None of the Sellers are party to any voting trust, proxy, or other agreement or understanding with respect to the voting interests of either of the Companies. Upon consummation of the transactions contemplated by this Agreement, Penton will acquire good and marketable title to the DII Shares and the Sellers' partnership interests in DCI.
Ownership of the Companies. The Parties acknowledge that the ownership of the Companies, as of the date all Parties hereto have executed this Agreement, immediately prior to giving effect to the transactions hereunder, is as follows:
1.1. The capital stock of ERC, consisting solely of common stock is owned of record and held beneficially by EUROWEB. EUROWEB currently owns 1,000 shares of common stock of ERC which represents 100% of the outstanding shares of stock of ERC (the “ERC Shares”) and therefore, ERC is a wholly-owned subsidiary of EUROWEB.
1.2. The capital stock of VERGE, consisting solely of common stock is owned of record and held beneficially by TIHG. TIHG currently owns 75,000 shares of common stock of VERGE which represents 100% of the outstanding shares of stock of VERGE (the “VERGE Shares”) and TIHG is the sole shareholder of VERGE.
