Common use of Transferred Entities; Title to Equity Interests Clause in Contracts

Transferred Entities; Title to Equity Interests. The copies of the organizational documents of the Transferred Entities, which have been made available to Purchaser, are true, accurate and complete in all material respects. For each Transferred Entity, Schedule 3.3 sets forth (a) the nature of the equity interest held by Sellers or, as applicable, a Transferred Entity, (b) the number of such equity interests that are outstanding, and (c) the number and percentage of the outstanding equity interests held by Sellers (each such equity interest, an “Equity Interest”). Except as set forth in Schedule 3.3, the Equity Interests constitute, and on the Closing Date will constitute, all of the issued and outstanding equity of each Transferred Entity. Upon delivery by Sellers of the Equity Interests at the Closing, good and valid title to all of the Equity Interests will pass to Purchaser (or, in the case of the Equity Interests owned by Transferred Entities, will be held by such Transferred Entities), free and clear of all Encumbrances, other than transfer restrictions imposed by national, federal or state securities laws, Encumbrances created by Purchaser or its Affiliates (or its or their respective officers, directors, employees or agents), or Encumbrances otherwise arising as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates (or its respective officers, directors, employees or agents). Except as set forth on Schedule 3.3, all Equity Interests have been duly issued in compliance with applicable Law, and are fully paid and nonassessable. All contributions have been made in compliance with applicable Law. There are no securities of the Transferred Entities convertible into or exchangeable for shares. There are no outstanding obligations of the Sellers or of the Transferred Entities to repurchase or otherwise acquire Equity Interests. Except as set forth in Schedule 3.3, no third party has with respect to the Equity Interests any right of first refusal, option right or other right to acquire or demand a transfer of the Equity Interests. The Equity Interests are not subject to any silent partnership or sub-participation. Except as set forth in Schedule 3.3, the Transferred Entities are not, and prior to the Closing Date will not become, a party to or subject to any contract or obligation wherein any person has a right or option to purchase or acquire any rights in any capital stock or other equity securities of the Transferred Entities. None of the Transferred Entities have or are obligated to acquire subsidiaries, participations, sub-participations or investments in the equity capital of any Person other than as set forth in Schedule 3.3.

Transferred Entities; Title to Equity Interests. The copies Section 3.3 of the organizational documents of the Transferred EntitiesDisclosure Schedules sets forth, which have been made available with respect to Purchaser, are true, accurate and complete in all material respects. For each Transferred Entity, Schedule 3.3 sets forth as of the date hereof, (a) the nature number of the authorized equity interest held by Sellers or, as applicable, a Transferred Entityinterests, (b) the total number of such equity interests thereof that are outstanding, and (c) the identity of each holder of such equity interests, (d) the number of equity interests held by each such holder, and (e) the percentage of the total outstanding equity interests held by Sellers or other Transferred Entities, as the case may be (each such equity interestinterest held by a Seller or Transferred Entity, an “Equity Interest”). Except as set forth in Schedule 3.3As of the date hereof, the Equity Interests constitutethere are no other authorized or outstanding equity interests of any Transferred Entity, and on the Closing Date will constitute, all of the issued and there are no authorized or outstanding equity of each Transferred Entity. Upon delivery by Sellers of the Equity Interests at the Closing, good and valid title to all of the Equity Interests will pass to Purchaser (or, in the case of the Equity Interests owned by Transferred Entities, will be held by such Transferred Entities), free and clear of all Encumbrances, other than transfer restrictions imposed by national, federal or state securities laws, Encumbrances created by Purchaser or its Affiliates (or its or their respective officers, directors, employees or agents), or Encumbrances otherwise arising as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates (or its respective officers, directors, employees or agents). Except as set forth on Schedule 3.3, all Equity Interests have been duly issued in compliance with applicable Law, and are fully paid and nonassessable. All contributions have been made in compliance with applicable Law. There are no securities of the Transferred Entities interests convertible into or exchangeable for sharesany other equity interests of any Transferred Entity. There are no outstanding obligations of the Sellers or of the Transferred Entities to repurchase or otherwise acquire Equity Interests. Except as set forth in Schedule 3.3, no third party has with respect to the Equity Interests any right of first refusal, option right or other right to acquire or demand a transfer of the Equity Interests. The Equity Interests are not subject to any silent partnership or sub-participation. Except as set forth in Schedule 3.3, and the Transferred Entities are not, and prior to the Closing Date will not become, a party to or subject to any contract or obligation wherein any person has third party has, or will have, a right right, option or option warrant to purchase or acquire any rights in any capital stock or other equity securities interests of the Transferred Entities. There are no stockholder agreements, voting trusts or proxies or other agreements or understandings in effect with respect to the voting of the Equity Interests. All Equity Interests held by Sellers or a Transferred Entity have been duly issued and are fully paid and non-assessable and not subject to any Encumbrances, except for Encumbrances arising in connection with this Agreement and those imposed by Purchaser. None of the Equity Interests held by Sellers or a Transferred Entities have or are obligated to acquire subsidiaries, participations, sub-participations or investments Entity was issued in the equity capital violation of any Person other than as set forth preemptive rights. Each Seller which holds an Equity Interest in Schedule 3.3a Transferred Entity has good title thereto and full beneficial ownership thereof and upon delivery of such Equity Interest against payment therefor pursuant to the terms of this Agreement (or the applicable International Stock Purchase Agreement), Purchaser will receive good title thereto and full beneficial ownership thereof, free and clear of all Encumbrances.

Transferred Entities; Title to Equity Interests. The copies (and, where only a translation has been provided, the translation) of the organizational documents of the Transferred Entities, which have been made available Made Available to Purchaser, are true, accurate and complete (except in the case of the translations, which are true, accurate and complete in all material respects). For each Transferred Entity, Section 3.3 of the Disclosure Schedule 3.3 sets forth (ai) the nature of the equity interest held by Sellers oror other Transferred Entities and, as if applicable, a Transferred Entitythe par value thereof, (bii) the holder of such equity interests, (iii) the number of such equity interests that are outstanding, and (civ) the number and percentage of the outstanding equity interests held by Sellers or other Transferred Entities (each such equity interestinterest held by a Seller or Transferred Entity, an “Equity Interest”). Except as set forth in Schedule 3.3, the (i) The Equity Interests constitute, and on the Closing Date will constitute, all of the issued and outstanding equity of each Transferred Entity. Upon delivery by , (ii) Sellers of the Equity Interests at the Closing, good and valid title to all of the Equity Interests will pass to Purchaser (or, in the case of the Equity Interests owned by Transferred Entities, will be held by such Transferred Entities), free and clear of all Encumbrances, other than transfer restrictions imposed by national, federal or state securities laws, Encumbrances created by Purchaser or its Affiliates (or its or their respective officers, directors, employees or agents), or Encumbrances otherwise arising as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates (or its respective officers, directors, employees or agents). Except as set forth on Schedule 3.3, all Equity Interests have been duly issued in compliance with applicable Law, and are fully paid and nonassessable. All contributions have been made in compliance with applicable Law. There are no securities of the Transferred Entities convertible into or exchangeable for shares. There are no outstanding obligations of the Sellers or of the Transferred Entities to repurchase or otherwise acquire Equity Interests. Except as set forth in Schedule 3.3, no third party has with respect to the Equity Interests any right of first refusal, option right or other right to acquire or demand a transfer of the Equity Interests. The Equity Interests are not subject to any silent partnership or sub-participation. Except as set forth in Schedule 3.3, the Transferred Entities are not, and prior to the Closing Date will not become, a party to or subject to any contract or obligation wherein any person has third party has, or will have, a right right, option or option warrant to purchase or acquire any rights in any additional capital stock or other equity securities of the Transferred EntitiesEntities and (iii) there are no shareholder agreements, voting trusts or proxies or other agreements or understandings in effect with respect to the voting of the Equity Interests. All Equity Interests have been duly issued and are fully paid and non-assessable and not subject to any Encumbrances, except for Encumbrances arising in connection with this Agreement and those imposed by Purchaser. None of the Transferred Entities have or are obligated to acquire subsidiaries, participations, sub-participations or investments issued Equity Interests was issued in the equity capital violation of any Person other than as set forth in Schedule 3.3preemptive rights. Each Seller which holds an Equity Interest has good title thereto and full beneficial ownership thereof and upon delivery of such Equity Interest against payment therefor pursuant to the terms of this Agreement, Purchaser will receive good title thereto, free and clear of all Encumbrances.

Transferred Entities; Title to Equity Interests. The copies (and, where only a translation has been provided, the translation) of the organizational documents of the Transferred Entities, which have been made available Made Available to Purchaser, are true, accurate and complete (except in the case of the translations, which are true, accurate and complete in all material respects). For each Transferred Entity, Section 3.3 of the Disclosure Schedule 3.3 sets forth (ai) the nature of the equity interest held by Sellers or, as if applicable, a other Transferred EntityEntities, and, if applicable, the par value thereof, (bii) the holder of such equity interests, (iii) the total number of such equity interests that are outstanding, and (civ) the number and percentage of the outstanding equity interests held by Sellers or other Transferred Entities (each such equity interestinterest held by a Seller or Transferred Entity, an “Equity Interest”). Except as set forth in Schedule 3.3, the The Equity Interests constitute, and on the Closing Date will constitute, all of the issued and outstanding equity of each Transferred Entity. Upon delivery Entity held by Sellers of the Equity Interests at the Closing, good and valid title to all of the Equity Interests will pass to Purchaser (or, in the case of the Equity Interests owned by or a Transferred Entities, will be held by such Transferred Entities), free and clear of all Encumbrances, other than transfer restrictions imposed by national, federal or state securities laws, Encumbrances created by Purchaser or its Affiliates (or its or their respective officers, directors, employees or agents), or Encumbrances otherwise arising as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates (or its respective officers, directors, employees or agents)Entity. Except as set forth on Schedule 3.3Section 3.3 of the Disclosure Schedule, all Equity Interests have been duly issued in compliance with applicable Lawthere are no other equity securities of any Transferred Entity, and are fully paid and nonassessable. All contributions have been made in compliance with applicable Law. There there are no securities of the Transferred Entities convertible into or exchangeable for sharesany equity securities of any Transferred Entity. There are no outstanding obligations of the Sellers or of the Transferred Entities to repurchase or otherwise acquire Equity Interests. Except as set forth in Schedule 3.3, no third party has with respect to the Equity Interests any right of first refusal, option right or other right to acquire or demand a transfer of the Equity Interests. The Equity Interests are not subject to any silent partnership or sub-participation. Except as set forth in Schedule 3.3, and the Transferred Entities are not, and prior to the Closing Date will not become, a party to or subject to any contract or obligation wherein any person has Person has, or will have, a right right, option or option warrant to purchase or acquire any rights in any additional capital stock or other equity securities of the Transferred Entities. There are no stockholder agreements, voting trusts or proxies or other agreements or understandings in effect with respect to any securities of any Transferred Entity. All Equity Interests held by Sellers or a Transferred Entity have been duly issued and are fully paid and non-assessable and not subject to any Encumbrances, except for Encumbrances arising in connection with this Agreement and those imposed by Purchaser. None of the issued Equity Interests held by Sellers or a Transferred Entity was issued in violation of any preemptive rights. Each Seller which holds an Equity Interest in a Purchased Entity has good title thereto and full beneficial ownership thereof and upon delivery of such Equity Interest against payment therefor pursuant to the terms of this Agreement, Purchaser will receive good title thereto, free and clear of all Encumbrances. There are no Subsidiaries, joint ventures or other Persons which are material to the Business in which the Transferred Entities have own, of record or are obligated beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire subsidiaries, participations, sub-participations any direct or investments in the indirect equity capital of any Person or other than as set forth in Schedule 3.3similar interest.