Title to Shares; Capitalization. Immediately after completion of the Spin-off and on the Closing Date:
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.
Title to Shares; Capitalization. 34 (e) 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. 13
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, prior to the Closing, the Seller is the only owner 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 Seller owns 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. 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. Notwithstanding the foregoing, the Company does not make any representations with respect to the subject matter of this paragraph to the extent that the subject matter of this paragraph relates to any facts, circumstances, activities, or matters that occurred or existed prior to the Lookback Date and are not now known by Seller.
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.
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. 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.
Title to Shares; Capitalization. Transeuropa is the record and beneficial owner of the UATC Shares set out opposite its name on Schedule 2.1(b) hereto, 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 by the securities laws of any jurisdiction. The share capitalization of 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. There are no options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire such Shares from Transeuropa or under which Transeuropa 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 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 by this Agreement.
