RCS Holdings definition
Examples of RCS Holdings in a sentence
Upon the Closing, RCS Holdings will transfer and deliver to Apollo good and valid title to the Acquired Interests, free and clear of any Lien (other than Liens arising as a result of this Agreement or under applicable securities laws), and Apollo will own the Acquired Interests, beneficially and of record, free and clear of any Lien (other than Liens arising as a result of this Agreement or under applicable securities laws) and will be duly admitted as the sole member of each Acquired Company.
All of the issued and outstanding Equity Securities of each such Subsidiary (w) are indirectly owned by RCS Holdings, free and clear of any Liens.
Except as set forth Section 2.5(a) of the Disclosure Letter, as of the date hereof, all of the issued and outstanding Equity Securities of each of the Acquired Companies, which consist solely of membership interests (w) owned beneficially and of record by RCS Holdings, free and clear of any Liens, (x) have been validly issued, (y) have not been issued in violation of any preemptive or similar rights and (z) have been issued in compliance with applicable securities laws or exemptions therefrom.
RCAP owns, indirectly through its wholly-owned direct subsidiary RCS Holdings, (i) 100% of the authorized, issued and outstanding Equity Securities of Realty Capital Securities, LLC, a Delaware limited liability company (“RCS”) and (ii) 100% of the authorized, issued and outstanding Equity Securities of Strategic Capital Management Holdings, LLC, a Delaware limited liability company (“StratCap” and, collectively with RCS, the “Acquired Companies” and each an “Acquired Company”).
In consideration for the contribution of the Outstanding Shares in accordance with Section 1.1, RCS Capital shall issue and deliver to RCAP Holdings, and RCS Holdings shall accept, receive and acquire, 11,264,929 validly issued, fully paid and non-assessable shares of the Public Common Stock, by providing an uncertificated book-entry for such shares.