Subsidiary Interests. All issued and outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. There are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any Parent Subsidiary to issue, transfer or sell any interests of any Parent Subsidiary. All issued and outstanding shares or other equity or voting interests of each Parent Subsidiary (other than Parent OP) are owned directly or indirectly by Parent OP free and clear of all liens, pledges, security interests, claims, call rights, options, right of first refusal, rights of first offer, agreements, limitations on Parent OP’s or any Parent Subsidiary’s voting rights, charges or other encumbrances of any nature whatsoever.
Appears in 4 contracts
Samples: Merger Agreement (Healthpeak Properties, Inc.), Merger Agreement (Physicians Realty Trust), Merger Agreement (Extra Space Storage Inc.)
Subsidiary Interests. All issued and outstanding shares of capital stock of each of the Parent Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Parent Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. There are no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate any Parent Subsidiary (other than the Parent OP Units disclosed pursuant to Section 5.3 hereof) to issue, transfer or sell any interests of any Parent Company Subsidiary. All Except for the Parent OP Units identified in Section 5.3(g) of the Parent Disclosure Schedule as being owned by a holder other than Parent, all issued and outstanding shares or other equity or voting interests of each Parent Subsidiary (other than Parent OP) are owned directly or indirectly by Parent OP free and clear of all liens, pledges, security interests, claims, call rights, options, right of first refusal, rights of first offer, agreements, limitations on Parent OPParent’s or any Parent Subsidiary’s voting rights, charges or other encumbrances of any nature whatsoever.
Appears in 2 contracts
Samples: Merger Agreement (Farmland Partners Inc.), Merger Agreement (American Farmland Co)