Venture Entities. Except for the Hunters Point Interests, there are no equity interests or profit participations of any kind in the Hunters Point Venture. The Hunters Point Venture, directly or indirectly through its wholly owned Subsidiaries, owns all of the outstanding equity interests and profit participations in each of the Subsidiaries of the Hunters Point Venture, in each case, free and clear of all Liens (other than those arising under the Organizational Documents of such Subsidiaries or such as would not reasonably be expected to have a Hunters Point Material Adverse Effect). All of the issued and outstanding interests in the Hunters Point Entities have been duly authorized, are validly issued and, in the case of any corporation, are fully paid and non-assessable. Except for this Agreement, or as set forth in the Organizational Documents of the Hunters Point Entities, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding relating to the acquisition, redemption, disposition, pledge or voting with respect to interests in any of the Hunters Point Entities, or any securities or obligations of any kind convertible into interests in any of the Hunters Point Entities, or entitling any Person to acquire any equity interests in any of the Hunters Point Entities.
Venture Entities. Section 6.06 of the El Toro Disclosure Schedule sets forth each Contract pursuant to which any of the El Toro Entities is obligated to make payments based on profits or cash flow to any Person (other than one of the El Toro Entities) (each, an “El Toro Participation Agreement”). Except for the El Toro Units and the El Toro Participation Agreements, there are no equity interests or profit participations of any kind in the El Toro Venture. Except for the El Toro Participation Agreements, the El Toro Venture, directly or indirectly through its wholly owned Subsidiaries, owns all of the outstanding equity interests and profit participations in each of the Subsidiaries of the El Toro Venture, in each case, free and clear of all Liens (other than those arising under the Organizational Documents of such Subsidiaries or such as would not reasonably be expected to have an El Toro Material Adverse Effect). All of the issued and outstanding interests in the El Toro Entities have been duly authorized, are validly issued and, in the case of any corporation, are fully paid and non-assessable. Except for this Agreement, or as set forth in the Organizational Documents of the El Toro Entities, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding relating to the acquisition, redemption, disposition, pledge or voting with respect to interests in any of the El Toro Entities, or any securities or obligations of any kind convertible into interests in any of the El Toro Entities, or entitling any Person to acquire any equity interests in any of the El Toro Entities.
Venture Entities. Section 4.06 of the Newhall Disclosure Schedule sets forth each Contract pursuant to which any of the Newhall Entities is obligated to make payments based on profits or cash flow to any Person (other than to one of the Newhall Entities) (each, a “Newhall Participation Agreement”). As of the date hereof, 231,854,279 Class A units of the Company and 80,979,355 Class B units of the Company are outstanding, all of which were duly authorized, and 80,979,355 Class A units of the Company are reserved for issuance in exchange transactions. As of the date hereof, 312,833,634 units of membership interest of the Operating Company are outstanding, all of which were duly authorized. As of the date hereof, 312,833,634 units of membership interest of Newhall Land are outstanding, all of which were duly authorized.
Venture Entities. Except for the Transferred Five Point Interests, and the Five Point LP Class B Interests which will be created at Closing, there are no equity interests or profit participations of any kind in the Five Point Venture. The Five Point Venture, directly or indirectly through its wholly owned Subsidiaries, owns all of the outstanding equity interests and profit participations in each of the Subsidiaries of the Five Point Venture other than FPC-HF and FPC-HF Subventure, in each case, free and clear of all Liens (other than those arising under the Organizational Documents of such Subsidiaries or such as would not reasonably be expected to have a Five Point Material Adverse Effect). All of the issued and outstanding interests in the Five Point Entities have been duly authorized, are validly issued and, in the case of any corporation, are fully paid and non-assessable. Except for this Agreement or as set forth in the Organizational Documents of the Five Point Entities, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding relating to the acquisition, redemption, disposition, pledge or voting with respect to interests in any of the Five Point Entities, or any securities or obligations of any kind convertible into interests in any of the Five Point Entities, or entitling any Person to acquire any equity interests in any of the Five Point Entities.
Venture Entities. On the Closing Date, each Venture Entity will be duly formed or incorporated and validly existing under the laws of the Province of Ontario and the Company will be the direct or indirect holder of all of the outstanding equity and voting securities of the Venture Entities.
Venture Entities. None of the Venture Entities is material to the business, financial condition or results of operations of the Company, taken as a whole.
Venture Entities. 5 (ix) Authorization of Agreement..................................5 (x) Authorization and Description of Securities.................6 (xi) Absence of Defaults and Conflicts...........................6 (xii) Distributions and Dividend Payments.........................6 (xiii) Internal Controls...........................................7 (xiv) Absence of Labor Dispute....................................7 (xv) Absence of Proceedings......................................7 (xvi) Possession of Intellectual Property.........................7 (xvii) Absence of Further Requirements.............................8 (xviii) Possession of Licenses and Permits..........................8 (xix) Title to Property...........................................8 (xx) Investment Company Act......................................8 (xxi) Registration Rights.........................................8 (xxii) Environmental Laws..........................................9 (b) Representations and Warranties by the Selling Stockholder...........9 (i) Information Furnished by the Selling Stockholder............9 (ii) Authorization of Agreements.................................9 (iii) Good and Marketable Title..................................10 (iv) Absence of Manipulation....................................10 (v) Absence of Further Requirements............................10 (vi) Restriction on Sale of Securities..........................10 (vii) IR Shares Suitable for Transfer............................11 (viii) No Association with NASD...................................11 (ix) Selling Stockholder Information............................11 (c) Officer's Certificates.............................................11
Venture Entities. The extraordinary meetings shall be held when specifically called by the Chairman of the Board of Directors of the Chilean Joint Venture Entities, or at the request of one or more directors, without the Chairman needing to previously determine the need for the meeting. If the Chairman receives a written request from one or more directors requesting that a special meeting of the Board of Directors be held, such meeting shall take place between the fifth and seventh business day following the date of the request. Notices of extraordinary meetings shall be given by certified notice dispatched to each of the directors no less than four business days before such meeting or at least two business days before such meeting, in which case the corresponding notice shall be delivered in the presence of a Notary Public or the corresponding Chilean Consul if the director is not domiciled in Chile, provided that in all of the foregoing cases a copy of such letter shall be simultaneously sent by email to each such director. The notice of the extraordinary meeting shall state the purpose or purposes for which the meeting is being called, which statement may be omitted if all of the directors of such entity are present at the meeting. Directors may participate in the ordinary and extraordinary meetings by means of communications equipment that enables them to communicate simultaneously and permanently.
