Ownership of the Company Interests. The Company Interests set forth on Schedule 3.5 constitute all of the issued and outstanding equity interests in the Company as of the date hereof, and such Company Interests are owned by the applicable Former Members listed on Schedule 3.5. The Company Interests listed on Schedule 3.5 constitute all of the interests in and to the Company that are held by each Former Member. There exist no rights to purchase, subscriptions, warrants, options, conversion rights, preemptive rights or similar rights, and there are no equity or benefit plans, relating to the Company Interests.
Ownership of the Company Interests. Seller has good, valid and marketable title to the Company Interests and owns beneficially and of record the Company Interests, free and clear of all Liens other than those under state or federal securities Laws or the Company’s Charter Documents. Seller is not party to (i) any option, warrant, purchase right or other Contract (other than the MIPA) that could require either Seller or, after the Closing, Buyer or any of their respective Affiliates, to sell, transfer or otherwise dispose of any Company Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or transfer (other than the MIPA) of any Company Interests.
Ownership of the Company Interests. The Company Interests constitute all of the issued and outstanding equity interests in the Participating Companies, the Entities and the Properties being contributed by the Contributor and such Company Interests are owned (directly or indirectly) by the Contributor. Except as set forth on Schedule 2.4 to the Disclosure Schedule, the Company Interests constitute all of the interests in and to each Participating Company listed on Exhibit B that are held by the Contributor. Immediately following the Closing hereunder, the Contributor will own an 11% interest in FA Two Liberty Place, LLP (the “Remaining Two Liberty Interests”), which Remaining Two Liberty Interests will constitute all of the issued and outstanding equity interests in FA Two Liberty Place, LLP and Two Liberty owned directly or indirectly by the Contributor. Except as set forth in Schedule 2.4 to the Disclosure Schedule, the Contributor is the sole owner of the Company Interests being contributed by it, 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, and, upon delivery of consideration for such Company Interests as herein provided, the Operating Partnership will acquire good title thereto, free and clear of any Liens, other than any Permitted Liens. Except as set forth on Schedule 2.4 to the Disclosure Schedule, there exist no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Company Interests to be contributed by the Contributor or any equity interest in any Entity.
Ownership of the Company Interests. (a) The Seller owns 100% of the Company Interests beneficially and of record, free and clear of all Liens, other than Permitted Liens.
(b) Except for the applicable Transaction Documents, the Seller is not a party to any Contract obligating the Seller to sell, transfer or otherwise dispose of the Company Interests, or any voting trust, proxy or other agreement or understanding with respect to the Company Interests.
(c) No member of the Company Group has granted to any Person any Contract, agreement or option, or any right or privilege capable of becoming a Contract, agreement or option, for the purchase, pledge, encumbrance, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) or any Equity Interests of such member of the Company Group. There are no outstanding contractual obligations of any member of the Company Group to repurchase, redeem or otherwise acquire any Equity Interest in any member of the Company Group or any securities that are convertible, exercisable or exchangeable into any Equity Interests of any member of the Company Group.
(d) No member of the Company Group, directly or indirectly (through a Subsidiary or otherwise), owns, of record or beneficially, any Equity Interest in any Person that is not a member of the Company Group. There are no outstanding obligations of any member of the Company Group to provide funds to or make any investment (in either case, in the form of a loan, capital contribution, purchase of an Equity Interest or otherwise) in any other Person.
Ownership of the Company Interests. Except as set forth in Schedule 3.1, each Company Shareholder owns, beneficially and of record, good and marketable title to the Company Shares set forth opposite such Company Shareholder’s name in Column II on Schedule I hereto (the “CompanyShareholder’s Interest”), free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or stockholders’ agreements. Each such Company Shareholder has no right or claim whatsoever to any equity interest in Company which represents an equity interest other than the Company Shareholder’s Interest, and does not have any options, warrants or any other instruments, the exercise of which would entitle such Company Shareholder to purchase or convert into any equity interest of Company. At the Closing, such Company Shareholder will convey to CryptoSign good and marketable title to the Company Shareholder’s Interest, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, stockholders’ agreements or restrictions.
Ownership of the Company Interests. Seller has good, valid and marketable title to the Company Interests and owns beneficially and of record the Company Interests, free and clear of all Liens other than those under state or federal securities Laws or the Company’s Charter Documents. Seller is not party to (i) any option, warrant, purchase right or other Contract (other than this Agreement) that could require either Seller or, after the Closing, the Buyer or any of their respective Affiliates, to sell, transfer or otherwise dispose of any Company Interests or (ii) any voting trust, proxy or other Contract with respect to the voting or transfer (other than this Agreement) of any Company Interests.
Ownership of the Company Interests. The Company Interests are owned beneficially and of record by SMP Holdings, free and clear of all Liens other than those arising under state or federal securities Laws or the LLC Agreement. The Company Interests are duly authorized, validly issued, fully paid (to the extent required by the LLC Agreement) and, subject to the Laws of the State of Delaware, non-assessable (except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right or other similar right.
Ownership of the Company Interests. The Company Interests listed on Exhibit B attached hereto constitute all of the issued and outstanding equity interests in the Participating Companies, the Entities and the Properties being contributed by each Contributor hereunder and such interests are owned (directly or indirectly) by the Contributor that is contributing such interests pursuant to this Agreement. The Company Interests constitute all of the interests in and to each Participating Company listed on Exhibit B that are held by such Contributor. Each Contributor is (or prior to the Closing shall become) the sole owner of the Company Interests being contributed by it, beneficially and of record, free and clear of any Liens of any nature, and has (or prior to the Closing shall have) full power and authority to convey the Company Interests, free and clear of any Liens, and, upon delivery of consideration for such Company Interests as herein provided, the Operating Partnership will acquire good title thereto, free and clear of any Liens, other than any Permitted Liens. There exist no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Company Interests to be contributed by such Contributor or any equity interest in any Entity.
Ownership of the Company Interests. The Company Interests are owned beneficially and of record by SMP Holdings, free and clear of all Liens other than those arising under state or federal securities Laws or the LLC Agreement. Immediately prior to Closing, Company Interests having an aggregate value of $1,000,000 will be owned beneficially and of record by SM GP and the remaining Company Interests will be owned beneficially and of record by SMP Holdings, in each case free and clear of all Liens other than those arising under state or federal securities Laws or the LLC Agreement. The Company Interests are duly authorized, validly issued, fully paid (to the extent required by the LLC Agreement) and, subject to the Laws of the State of Delaware, non-assessable (except as such non-assessability may be affected by
Ownership of the Company Interests. The Company Interests are owned beneficially and of record by SMP Holdings, free and clear of all Liens other than those arising under state or federal securities Laws or the LLC Agreement. Immediately prior to Closing, Company Interests having an aggregate value of $1,000,000 will be owned beneficially and of record by SM GP and the remaining Company Interests will be owned beneficially and of record by SMP Holdings, in each case free and clear of all Liens other than those arising under state or federal securities Laws or the LLC Agreement. The Company Interests are duly authorized, validly issued, fully paid (to the extent required by the LLC Agreement) and, subject to the Laws of the State of Delaware, non-assessable (except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right or other similar right.
