Title to Equity Interests. The Company Interests are set forth on Schedule 4.9 and constitute all of the issued and outstanding Equity Interests of the Company. Seller is the record and beneficial owner of the Company Interests set forth in Schedule 4.9, free and clear of all Liens (excluding those arising under the Organizational Documents of the Company and those arising under federal and state securities laws).
Title to Equity Interests. (a) Upon the formation of Merger Sub on the Closing Date, APL Sub will have good and valid record and beneficial title to 100% of the outstanding limited liability company membership interests in Merger Sub, free and clear of any Liens, except for Permitted Liens; and upon consummation of the Merger, APL Sub will have valid record and beneficial title to 100% of the outstanding limited liability company membership interest in the Surviving Company, free and clear of any Liens, except for Permitted Liens.
(b) APL Operating has good and valid record and beneficial title to 100% of the limited liability company membership interests of each of APL New York, APL Ohio and APL Pennsylvania, free and clear of any Liens, except for Permitted Liens.
(c) APL Pennsylvania has good and valid record and beneficial title to 100% of the limited liability company membership interests of APL McKean, free and clear of any Liens, except for Permitted Liens.
(d) Except for the Plan of Merger, there are no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate any of the Subject Entities to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in any of the Subject Entities, (ii) securities or obligations of any kind that are convertible into or exercisable or exchangeable for any equity interest in any of the Subject Entities, (iii) bonds, debentures or other evidence of indebtedness of any of the Subject Entities and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, registration or disposition of any equity interest in any of the Subject Entities.
(e) Except for the Plan of Merger, upon the formation of Merger Sub on the Closing Date, there will be no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate Merger Sub to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in Merger Sub, (ii) securities or obligations that are convertible into or exercisable or exchangeable for any equity interest in Merger Sub, (iii) bonds, debentures or other evidence of indebtedness of Merger Sub and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, reg...
Title to Equity Interests. Each Stockholder owns the equity interests shown next to such Stockholder's name on Schedule 4.2 (collectively, "Equity Interests"), free and clear of any liens, pledges, charges, claims, security interests, rights of first offer or rights of first refusal or other encumbrances other than the rights and obligations arising under this Agreement, and none of the Equity Interests are subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of the Equity Interests are subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws or the partnership agreement of JQH LP. At Closing, each Stockholder will have full power and authority to convey good and marketable title to the Equity Interests, free and clear of any liens, security interests, rights of first offer or rights of first refusal or other encumbrances. The Equity Interests constitute all of the equity interests of JQH Inc. and JQH LP (including, without limitation, capital stock and partnership interests and options, appreciation rights, warrants or other rights, contracts, arrangements or commitments of any character (collectively "Options") relating to the capital stock or partnership interests of JQH Inc. and JQH LP, respectively, or obligating either of JQH Inc. or JQH LP to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, JQH Inc. or JQH LP) owned, directly or indirectly, by the Stockholders. Schedule 4.2 also sets forth the number and exercise price of all Options owned, directly or indirectly, by the Stockholders.
Title to Equity Interests. Sellers are the record and beneficial owners of all Equity Interests, free and clear of all Liens (other than Permitted Liens), or any other restrictions on transfer other than restrictions on transfer arising under applicable securities Laws and Gaming Laws.
Title to Equity Interests. As of the Effective Date, the applicable Debtor listed on Annex 3 hereto owns the Equity Interests listed as being owned by it in Annex 3 hereto, free and clear of any Lien other than the Permitted Liens or except as will be released concurrently with the closing of the transactions contemplated in the Credit Agreement. All shares of capital stock identified in such Annex as being beneficially owned by each Debtor have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any option to purchase or similar right of any Person. Except as permitted by the Credit Agreement, each Debtor is not and will not become a party to or otherwise bound by any agreement, other than the Loan Documents, which restricts in any manner the rights of any present or future holder of any such Equity Interest with respect thereto.
Title to Equity Interests. (a) Such Seller owns good, valid and marketable title to the number and percentage of Equity Interests set forth opposite such Seller’s name on Section 4.1 of the Disclosure Schedule, free and clear of any and all Liens (including any spousal interests (community or otherwise)), and such Equity Interests held by such Seller constitute all of the equity interests of the Acquired Companies owned by such Seller. There are no preemptive rights or rights of first refusal or first offer (other than as set forth in the LLC Operating Agreement) nor are there any Contracts (other than the LLC Operating Agreement and this Agreement) or restrictions to which such Seller is a party relating to any Equity Interests held by such Seller.
(b) Upon delivery of the Equity Interests held by such Seller to Purchaser on the Closing Date in accordance with this Agreement and upon Purchaser’s payment to such Seller of such Seller’s Proportionate Share of the Initial Purchase Price in accordance with Section 2.2(a), the entire legal and beneficial interest in the Equity Interests held by such Seller and good, valid and marketable title to such Equity Interests, free and clear of all Liens (including any spousal interests (community or otherwise)) other than restrictions on transfer arising under applicable securities laws, will pass to Purchaser.
Title to Equity Interests. (a) Upon the formation of Newco on the Closing Date, WFSG Sub will have good and valid record and beneficial title to 100% of the outstanding limited liability company membership interests in Newco, free and clear of any Liens, except for Permitted Liens.
(b) Except for this Agreement, upon the formation of Newco on the Closing Date, there will be no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate Newco to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in Newco, (ii) securities or obligations that are convertible into or exercisable or exchangeable for any equity interest in Newco, (iii) bonds, debentures or other evidence of indebtedness of Newco and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, registration or disposition of any equity interest in Newco.
(c) Upon issuance by Newco to APL Sub, the Subject Interests will have been duly authorized and validly issued in accordance with applicable Laws and the LLC Agreement, and be free and clear of all Liens, other than Permitted Liens.
Title to Equity Interests. As of the Closing Date, the Company Interests shall be set forth on Schedule 4.9 and constitute all of the issued and outstanding Equity Interests of the Company. As of the Closing Date, Seller shall be the record and beneficial owner of the Company Interests set forth in Schedule 4.9, free and clear of all Liens (excluding those arising under the Organizational Documents of the Company and those arising under federal and state securities laws). As of the Closing Date, the Company shall own (beneficially and of record) all of the issued and outstanding Equity Interests of Propel Sub free and clear of all Liens.
Title to Equity Interests. Seller is the sole equityholder of the Selling HoldCos and has the power and authority to cause the Selling HoldCos to consummate the Equity Purchase. The Selling HoldCos own, beneficially and of record, and have good and valid title to, the Purchased Equity, free and clear of any Liens other than (i) as may be set forth in the Organizational Documents of the Target Companies or (ii) for any restrictions on sales of securities under applicable securities Laws.
Title to Equity Interests. Stockholder owns all of the issued and outstanding capital stock of the Company. Stockholder is the sole beneficial and record owner of such Equity Interests and holds good and valid title to such Equity Interests, free and clear of all Encumbrances (except for Permitted Encumbrances). Following the Closing, Buyer will have good and valid title to the Equity Interests, free and clear of all Encumbrances.
