Common use of Title to Transferred Equity Interests Clause in Contracts

Title to Transferred Equity Interests. The Selling Subsidiary is the sole record holder and the beneficial owner of all of the Transferred Equity Interests and has good and valid title to the Transferred Equity Interests, free and clear of any Liens, other than any Lien arising out of, under or in connection with any applicable securities Laws. The Transferred Equity Interests are (to the extent applicable) duly authorized, validly issued, fully paid and nonassessable. The Transferred Equity Interests, when delivered to Buyer pursuant to this Agreement at the Closing, will convey to Buyer good and valid title thereto, free and clear of any Liens, other than (i) any Lien arising out of, under or in connection with any applicable securities Laws or (ii) any Lien created by or through, or resulting from any facts or circumstances relating to, Buyer or its Affiliates. The Transferred Company has good and valid title to the issued and outstanding equity interests of each of its Subsidiaries, free and clear of all Liens other than any Lien arising out of, under or in connection with (i) any applicable securities Laws or (ii) the organizational documents of such Subsidiaries, and is the record and beneficial owner thereof. Except as set forth on Section 3.03 of the Disclosure Letter, neither the Transferred Equity Interests nor any of the equity interests of the Transferred Company’s Subsidiaries (i) are subject to, or were issued in violation of, any purchase option, call option, preemptive right, right of first refusal, or any similar rights pursuant to an agreement to which the Transferred Company or any of its Subsidiaries (or, to the knowledge of Seller, any other Person) is a party or (ii) were issued in violation of applicable Law.

Title to Transferred Equity Interests. The Selling Subsidiary is (a) Section 3.03(a) of the sole record holder Disclosure Letter sets forth, as of the date of this Agreement and for each Transferred Entity, the number, type and class of all issued and outstanding equity interests in such Transferred Entity (such issued and outstanding equity interests, the “Transferred Equity Interests”) and the record and beneficial owner owners thereof. (b) The Transferred Equity Interests have been duly authorized, validly issued and are fully paid and non-assessable. Other than this Agreement, no Transferred Entity is, and prior to the Closing Date no Transferred Entity will become, a party to or subject to any contract or obligation wherein any third party has, or will have, a right, option or warrant to purchase or acquire any rights in any additional equity interests of all any Transferred Entity, including pursuant to any right of first offer or similar right. None of the issued Transferred Equity Interests was issued in violation of any preemptive rights. Each applicable Seller has good and valid title to its Transferred Parent Equity Interests and, upon consummation of the Transaction, assuming the Buyers have the requisite power and authority to be the lawful owners of the Transferred Parent Equity Interests and has Interests, good and valid title to the Transferred Equity Interests, free and clear of any Liens, other than any Lien arising out of, under or in connection with any applicable securities Laws. The Transferred Parent Equity Interests are (shall pass to the extent applicable) duly authorized, validly issued, fully paid and nonassessable. The Transferred Equity Interests, when delivered to Buyer pursuant to this Agreement at the Closing, will convey to Buyer good and valid title thereto, free and clear of any Liens, other than (i) any Lien arising out of, under or in connection with any applicable securities Laws or (ii) any Lien created by or through, or resulting from any facts or circumstances relating to, Buyer or its Affiliates. The Transferred Company has good and valid title to the issued and outstanding equity interests of each of its SubsidiariesBuyers, free and clear of all Liens Encumbrances, other than any Lien those arising out of, from acts of the Buyers or their Affiliates and transfer restrictions under or in connection with (i) any applicable securities Laws or (ii) as may be set forth in the organizational documents of such Subsidiaries, and is the record and beneficial owner thereofTransferred Parent Entities. Except as set forth on Section 3.03 There are no voting trusts or proxies or other agreements or understandings in effect with respect to the voting of the Disclosure Letter, neither the Transferred Equity Interests nor any of the equity interests of the Transferred Company’s Subsidiaries (i) are subject to, or were issued in violation of, any purchase option, call option, preemptive right, right of first refusal, or any similar rights pursuant to an agreement to which the Transferred Company or any of its Subsidiaries (or, to the knowledge of Seller, any other Person) is a party or (ii) were issued in violation of applicable LawInterests.

Title to Transferred Equity Interests. (a) Section 3.3(a) of the Disclosure Schedules sets forth, as of the date of this Agreement and for each Transferred Entity, the number of authorized, issued and outstanding equity interests in such Transferred Entity (such issued and outstanding equity interests, the “Transferred Equity Interests”), the record and beneficial owners thereof and the jurisdiction of incorporation or legal organization of such Transferred Entity. Except as set forth in Section 3.3(a) of the Disclosure Schedules, there are no other authorized, issued or outstanding shares of capital stock or other equity interests of each such Transferred Entity. (b) The Transferred Equity Interests have been duly authorized and validly issued, and are fully paid and non-assessable. Other than this Agreement, no Transferred Entity is, and prior to the Applicable Closing Date will not become, a party to or subject to any contract or obligation wherein any third party has, or will have, a right, option or warrant to purchase or acquire any rights in any additional equity interests of any Transferred Entity. None of the issued Transferred Equity Interests was issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights. Each applicable Selling Subsidiary Entity is the sole record holder and the legal and beneficial owner of, and has good and valid title to, its Transferred Parent Equity Interests and, upon consummation of all the transactions contemplated hereby, assuming the Purchaser has the requisite power and authority to be the lawful owner of the Transferred Parent Equity Interests and has Interests, good and valid title to the Transferred Equity Interests, free and clear of any Liens, other than any Lien arising out of, under or in connection with any applicable securities Laws. The Transferred Parent Equity Interests are (shall pass to the extent applicable) duly authorized, validly issued, fully paid and nonassessable. The Transferred Equity Interests, when delivered to Buyer pursuant to this Agreement at the Closing, will convey to Buyer good and valid title thereto, free and clear of any Liens, other than (i) any Lien arising out of, under or in connection with any applicable securities Laws or (ii) any Lien created by or through, or resulting from any facts or circumstances relating to, Buyer or its Affiliates. The Transferred Company has good and valid title to the issued and outstanding equity interests of each of its SubsidiariesPurchaser, free and clear of all Liens Encumbrances, other than those arising from acts of the Purchaser or its Affiliates, and the Transferred Parent Equity Interests purchased by the Purchaser and the other Transferred Equity Interests held by the Transferred Parent Entities shall collectively constitute all of the issued and outstanding equity securities of the Transferred Entities. There are no options, warrants, call rights, equity holder agreements, voting trusts or proxies or other instruments, agreements or understandings in effect with respect to the sale, issuance, redemption or voting of any Lien arising out shares of capital stock, membership interests or other equity interests of the Transferred Entities (including the Transferred Equity Interests), or any securities or other instruments convertible into, exchangeable for, evidencing the right to purchase, or otherwise requiring any Transferred Entity to make a payment or otherwise provide value or benefits, in each case, in respect of the value of, under any shares of capital stock or other equity interests in connection with (i) any applicable securities Laws or (ii) the organizational documents of such Subsidiaries, and is the record and beneficial owner thereofTransferred Entities. Except as set forth on in Section 3.03 3.3(b) of the Disclosure LetterSchedules, neither there are no stock appreciation, phantom stock, profit participation or similar rights with respect to the Transferred Equity Interests. (c) Except for the Transferred Equity Interests nor any set forth in Section 3.3(a) of the Disclosure Schedules or as set forth in Section 3.3(c) of the Disclosure Schedules, no Transferred Entity, directly or indirectly, owns, of record or beneficially, any shares of capital stock or other equity interests of any other Person (other than another Transferred Entity). (d) Except for the Transferred Company’s Subsidiaries (iEquity Interests set forth in Section 3.3(a) are subject toof the Disclosure Schedules or as set forth in Section 3.3(d) of the Disclosure Schedules, or were issued in violation of, no Transferred Entity has any purchase option, warrant, call option, preemptive right, or right to purchase or acquire any rights in any shares of first refusal, capital stock or any similar rights pursuant to an agreement to which the Transferred Company or any other equity interests of its Subsidiaries (or, to the knowledge of Seller, any other Person) is a party or Person (ii) were issued in violation of applicable Lawother than another Transferred Entity).