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. (i) Each Seller has good, legal and valid title to their portion of the Sellers Equity, is the beneficial owner of their portion of the Sellers Equity, and has the full right to transfer their portion of the Sellers Equity. The Sellers Equity is owned by the Sellers free and clear of any lien, pledge, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance or other adverse claim against title of any kind (collectively, “Liens”) and the sale of the Sellers Equity will not result in the creation of any Lien. No Seller has previously sold, conveyed, transferred, assigned, participated, pledged or otherwise encumbered any of the Sellers Equity in whole or in part. Upon delivery of the Sellers Equity to Buyer on the Closing Date, against payment therefor as contemplated hereby, each Seller will transfer to Buyer good, legal and valid title to their portion of the Sellers Equity free and clear of any and all Liens. The Seller Held Debt (as defined below) represents all indebtedness held by any Seller in the Company and each subsidiary of the Company or any other Person in which the Company holds any type of ownership or equity interests (each, a “Company Subsidiary” and the Company Subsidiaries together with the Company, the “Company Parties”) and the amount of the Seller Held Debt is the Cultivation Purchase Price.
(ii) The number of Shares, Warrants and the warrant shares represented by such Warrants held by each Seller are as set forth in Schedule 2(c)(ii)(1) attached hereto. The Sellers Equity constitutes the entirety of any equity interests the Sellers, and any affiliates of any Seller, have in the Company. The allocation of the Purchase Price as amongst the Sellers is agreed to and, at each time any amount of the Purchase Price is paid or issued, it shall be agreed to by each Seller, and, for any Seller which is not a natural person, by the Persons holding any equity interest in such Seller. The fully diluted capitalization of the Company is as set forth on Schedule 2(c)(ii)(2).
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. (a) The nominal share capital of the Company amounts to € 65,250 and is divided into the Shares and the Treasury Share. The Shares sold by each Seller (i) are duly authorized, validly issued, fully paid and nonassessable and (ii) are free of preemptive rights. All contributions to the share capital (Aufbringung des Stammkapitals) have been duly made and no repayment (directly or indirectly) of the registered share capital (Stammkapital) has been made. Each Seller is the owner of the Shares set forth opposite such Seller’s name on Exhibit A and sold by it, free and clear of any and all Liens. The Shares and the Treasury Share constitute all of the issued securities and capital stock of the Company.
(b) Schedule 3.4 sets forth for each Subsidiary, where applicable, the classes and amounts of its authorized capital stock or other equity interests, the amount of its issued or outstanding capital stock or other equity interests and the record and beneficial owners of its issued capital stock or other equity interests. Except as set forth in Schedule 3.4, there are no equity interests of any Subsidiary issued, reserved for issuance or outstanding. All of the issued equity interests of the Subsidiaries have been duly authorized and validly issued in accordance with applicable Law and are fully paid or credited as fully paid and non-assessable.
(c) Except as set forth in Schedule 3.4 or as otherwise disclosed in this Agreement, there are no shares of capital stock or other security (whether or not such security has voting rights) of the Company or any Subsidiary issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating any Seller, the Company or any Subsidiary, or obligating any Seller to cause the Company or any Subsidiary, to issue, transfer or sell, or cause the issuance, transfer or sale of, any shares of capital stock or other security (whether or not such security have voting rights) of the Company or any Subsidiary. Except as set forth in Schedule 3.4, there are no outstanding contractual obligations of any Seller, the Company or any Subsidiary that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or voting of any shares of capital stock or other security of the Company or any Subsidiary. All share premiums have been duly made by Sellers (Aufgelder und sonstige Zuzahlungen). Except for Sellers’ ...
Title to Shares; Capitalization. Consents and Approvals; No Violation . 35 (f)
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 AG), 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 45106.
Title to Shares; Capitalization. Consents and Approvals; No Violation . 47 (e) Payments . . . . . . . . . . . . . . . 47
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.
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. Staff Builders is the owner of all right, title and interests (legal and beneficial) in and to 600 shares of AdultCare's Common Stock, no par value, and such stock constitutes one hundred percent (100%) of the issued and outstanding capital stock of AdultCare. The Option Shares are validly issued and outstanding, fully paid and non-assessable. Upon exercise of the Option, Staff Builders will convey to Time the Option Shares free and clear of all mortgages, pledges, liens, charges, security interests, adverse claims, demands and encumbrances whatsoever. Except as specifically contemplated by this Agreement, no person or entity has any agreement or option or any right or privilege (whether preemptive or contractual) capable of becoming an agreement or option for the purchase of any of the Option Shares. There are no outstanding options, warrants, rights, agreements, calls, commitments or demands of any character relating to the capital stock of AdultCare and no securities convertible into or exchangeable for any such capital stock.
