Title to Shares; Capitalization. (a) All of the Shares are owned of record and beneficially by Parent, and Parent has good and valid title to the Shares, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws.
(b) The capitalization of each of the Acquired Companies is set forth in Schedule 2.2(b). All of the issued and outstanding shares of capital stock or other equity securities of each Acquired Company are duly authorized, validly issued, fully paid and nonassessable, as applicable. All of the issued and outstanding shares of capital stock or other equity securities of each Business Subsidiary are owned of record and beneficially by an Acquired Company, and an Acquired Company has good and valid title to such shares of capital stock or other equity securities, free and clear of any Encumbrance, other than restrictions on transfer under applicable securities laws. There are no outstanding or authorized options, warrants, preemptive rights, rights of first refusal, anti-dilution protections, liquidation or other preferences, rights, agreements or commitments to which Parent or any Acquired Company is a party or which are binding upon Parent or any Acquired Company providing for the issuance, disposition or acquisition of any shares of capital stock or other equity securities of any Acquired Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights (i) providing for the issuance, disposition or acquisition of any shares of capital stock or other equity interests of any Acquired Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock or other equity securities of any Acquired Company. There are no agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of 1933 or under securities laws of the Netherlands of any shares of capital stock or other equity securities of any Acquired Company.
Title to Shares; Capitalization. Immediately after completion of the Spin-off and on the Closing Date:
(a) Toppan will hold 100% of the share capital of Newco (the “Shares”);
(b) Toppan will have legal title to the Shares, free and clear of all Encumbrances of any kind, and upon completion of the Share Transfer, VIA will receive legal title to Shares representing 65% of Newco’s share capital, free and clear of all Encumbrances of any kind, and Toppan will have legal title to Shares representing 35% of Newco’s share capital, free and clear of all Encumbrances of any kind;
(c) the Shares will represent 100% of Newco’s authorized and issued and outstanding capital stock;
(d) there will be no outstanding options, warrants, call rights or commitments, or any other agreements of any character binding on Newco with respect to Newco’s capital stock or obligating Newco to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock of, or other equity interests in, Newco or securities convertible into or exchangeable for such shares, or equity interests, or obligating Newco to grant, extend or enter into any such option, warrant, call, right, commitment or other agreement; and
(e) there will be no voting trusts, proxies, shareholders’ agreements or other agreements or understandings relating to Newco’s capital stock to which Newco is a party or is bound with respect to voting any shares of Newco’s capital stock.
Title to Shares; Capitalization. (a) Such Seller is the lawful owner of the number of Company Shares set forth on Exhibit A attached hereto. On the Closing Date, such Seller will have good, valid and marketable title, free and clear of all encumbrances, to its respective Company Shares set forth on Exhibit A, with full right and lawful authority to sell and transfer such Company Shares to the Purchaser in connection with the Closing.
(b) None of such Seller’s Company Shares are subject to any outstanding option, warrant, call, or similar right of any other person to acquire such Seller’s Company Shares. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any of such Seller’s Company Shares.
(c) The authorized capital stock of the Company consists of 500 shares of Common Stock, of which 303 are issued and outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.
Title to Shares; Capitalization. The Stockholders are the record and beneficial owners of all of the Stock, free and clear of all Liens. The shares of the Company are owned of record and beneficially as indicated below, free and clear of all Liens. The entire authorized capital stock of the Company consists of an unlimited number of seven classes of common shares without par value (Classes A-G), 100,000 Class B preferred shares having a par value of $0.001 each, an unlimited number of Class C preferred shares having a par value of $0.001 each and 2,600,000 Class D preferred shares having a par value of $0.0001 each, of which only the shareholdings set out in the recitals to this Agreement are issued and outstanding and owned of record: All of the shares of the Company (including the Stock) have been duly authorized and are validly issued, fully paid, and nonassessable. None of the shares of the Company (including the Stock) were issued in violation of the Securities Act of any province of Canada, any Rule or Policy Statement thereunder, or any other Legal Requirement. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its share capital. There are no outstanding or authorized stock appreciation rights or units, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company. The Company has never been a reporting issuer under any Canadian securities laws, and the Company is a private issuer under National Instrument 45-106.
Title to Shares; Capitalization. Consents and Approvals; No Violation . 35 (f)
Title to Shares; Capitalization. The authorized and outstanding equity interests of each of the Company and the Subsidiary are each as set forth in Schedule 3.04. The Company Shares represent all of the issued and outstanding equity interests of the Company and the Sellers in aggregate are the only owners of the Company. The Company Shares and the shares of the Subsidiary each were duly and validly issued and are fully paid and non-assessable. The Sellers in aggregate own all of the issued and outstanding equity interests of the Company, free and clear of all Encumbrances. The Company solely owns all of the issued and outstanding equity interests of the Subsidiary, free and clear of all Encumbrances. Except as set forth in Schedule 3.04, there are no outstanding, issued or authorized obligations, options, warrants, convertible securities, stock appreciation rights, profit interests, capital stock or other rights, agreements, arrangements or commitments of any kind relating to the equity interests of the Company or the Subsidiary or obligating the Company or the Subsidiary to issue or sell any equity interests, shares of capital stock of, or any other interest in, the Company or the Subsidiary. There are no outstanding contractual obligations of the Company or the Subsidiary to repurchase, redeem or otherwise acquire any equity interests of the Company or the Subsidiary or to provide funds to, or make any investment in, any other Person. Except as set forth in the Stockholders Agreement of the Company dated as of June 13, 2018 (the “Stockholders Agreement”), there are no agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company or the Subsidiary.
Title to Shares; Capitalization. Seller owns, of record and beneficially, the Option Shares, free and clear of any Encumbrance and such shares represent all of Seller’s equity interest in the Company, after giving effect to the sale of the Initial Shares pursuant to the Stock Purchase Agreement. At the Option Closing, Buyer will obtain good and valid title to the Option Shares, of record and beneficially, free and clear of any Encumbrance. Other than pursuant to this Agreement, no Person owns or holds any outstanding options or similar rights to purchase the Option Shares. Except pursuant to this Agreement or the Stock Purchase Agreement, Seller has not entered into any agreement to sell or transfer any of the Option Shares. There are no restrictions on Seller’s right to transfer the Option Shares to Buyer pursuant to this Agreement. The Company Warrants shall have been cancelled as of the Closing, and the Seller shall have paid all consideration required to be delivered to the Holders of the Company Warrants in connection with the cancellation of the Company Warrants.
Title to Shares; Capitalization. The authorized and outstanding equity interests of the Company are as set forth in Schedule 3.04(a). The Company Shares represent all of the issued and outstanding equity interests of the Company and Seller is the sole owner of the Company. The Company Shares were duly and validly issued and are fully paid and non-assessable. Seller owns all of the issued and outstanding equity interests of the Company, free and clear of all Encumbrances. There are no outstanding, issued or authorized obligations, options, warrants, convertible securities, stock appreciation rights, profit interests, capital stock or other rights, agreements, arrangements or commitments of any kind relating to the equity interests of the Company or obligating the Company to issue or sell any equity interests, shares of capital stock of, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests of the Company or to provide funds to, or make any investment in, any other Person. There are no agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company.
Title to Shares; Capitalization. UA Mexico is the record and beneficial owner of the Cinemas Shares and the Servicios Shares and, at Closing, UA Mexico will be the record and beneficial owner of the Operadora Shares, set out opposite its name on Schedule 2.1(a) hereto, and UATC Europe is the record and beneficial owner of the UATC Shares and the CUAA Shares set out opposite its name on Schedules 2.1(b) and 2.1(c) hereto, respectively, free and clear of all Liens (as defined below) and, at the Closing, the Buyer will receive good and valid title to such Shares free of any adverse claim. Such Shares are not subject to any restrictions on transferability other than those imposed by the articles of association, by-laws or other equivalent organizational documents or any joint venture or shareholder agreements of the Companies and by the applicable securities laws of any jurisdiction. The share capitalization of (1) the Mexican Companies (other than Operadora) consists solely of the Cinemas Shares and the Servicios Shares, respectively, owned by UA Mexico and Fondo Optima, and in the case of Operadora, will at Closing consist solely of the Operadora Shares owned by UA Mexico and Fondo Optima, with UA Mexico selling all of such Mexican Shares owned by it to the Buyer; (2) UATC consists solely of the UATC Shares owned by the UATC Shareholders, with all of such UATC Shares being sold by the UATC Shareholders to the Buyer; and (3) CUAA consists solely of the CUAA Shares owned by the CUAA Shareholders, with all of such CUAA Shares being sold by the CUAA Shareholders to the Buyer. There are no options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire such Shares from any of UA Mexico or UATC Europe or under which any of UA Mexico or UATC Europe may be obligated to sell or transfer any of such Shares other than those imposed by the articles of association, by-laws or other equivalent organizational documents or any joint venture or shareholder agreements of the Companies and by this Agreement. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of such Shares other than those imposed by the articles of association, by-laws or other equivalent organizational documents or any joint venture or shareholder agreements of the Companies and by this Agreement. For the purpose of this Agreement, "Liens" shall mean and include all liens, mortgages, pledges, security inte...
Title to Shares; Capitalization. Fondo Optima is the record and beneficial owner of the UATC Shares and the CUAA Shares set out opposite its name on Schedules 2.1(b) and 2.1(c) hereto, respectively, free and clear of all Liens and, at the Closing, the Buyer will receive good and valid title to such Shares free of any adverse claim. Such Shares are not subject to any restrictions on transferability other than those imposed by the articles of association, by-laws or other equivalent organizational documents or any joint venture or shareholder agreements of UATC and CUAA and by the securities laws of any jurisdiction. The share capitalization of (1) UATC consists solely of the UATC Shares owned by the UATC Shareholders, with all of such UATC Shares being sold by the UATC Shareholders to the Buyer and (2) CUAA consists solely of the CUAA Shares owned by the CUAA Shareholders, with all of such CUAA Shares being sold by the CUAA Shareholders to the Buyer. There are no options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire such Shares from Fondo Optima or under which Fondo Optima may be obligated to sell or transfer any of such Shares other than those imposed by the articles of association, by-laws or other equivalent organizational documents or any joint venture or shareholder agreements of UATC and CUAA and by this Agreement. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of such Shares other than those imposed by the articles of association, by-laws or other equivalent organizational documents or any joint venture or shareholder agreements of UATC and CUAA and by this Agreement.
