Capitalization; Title Sample Clauses

Capitalization; Title. (a) The total issued and outstanding equity of the Partnership consists of the Interests plus the interests of the Managing General Partner and the Administrative General Partner as set forth in Section 4.3(a) of the Disclosure Schedule. The aggregate capital contribution amount set forth in Section 4.3(a) of the Disclosure Schedule is the true and correct amount of aggregate capital contributions made by such LP Seller to the Partnership. (b) The authorized capital and number of outstanding shares of capital of each SPV (the "SPV Shares") are as set forth in Section 4.3(b) of the Disclosure Schedule. All SPV Shares are validly issued and outstanding, fully paid, and non-assessable. The Partnership owns, beneficially and of record, and has good, valid, and marketable title to all of the SPV Shares, free and clear of any and all Encumbrances. No Person has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from the Partnership of any SPV shares. (c) Except as set forth in the Partnership Agreement, there are no outstanding or authorized options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities, contracts, arrangements, understanding or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any equity of the Company or any securities convertible into, exchangeable for or carrying a right or option to purchase any equity of the Company or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of equity of the Company. Except as set forth in the Partnership Agreement, there are no outstanding agreements among partners or members, registration rights agreements, or rights of first refusal pertaining to the Company's equity interests. None of the outstanding equity securities of the Company has been issued in violation of any rights of any Person or in violation of any Law.

Capitalization; Title. The authorized capital of the Administrative General Partner consists of 50,000 shares, par value $1.00 per share, of which 1,000 shares are outstanding. All AGP Shares are validly issued and outstanding, fully paid, and non-assessable. The Administrative General Partner has good, valid, and marketable title to all of the Interests the Administrative General Partner owns, free and clear of any and all Encumbrances. ▇▇▇▇▇▇▇▇▇▇▇▇▇ owns, beneficially and of record, and has good, valid, and marketable title to and the right to transfer to Purchaser, all of the AGP Shares, free and clear of any and all Encumbrances. At the Closing, ▇▇▇▇▇▇▇▇▇▇▇▇▇ will convey ownership of the AGP Shares, free and clear of any and all Encumbrances. No Person other than Purchaser has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from ▇▇▇▇▇▇▇▇▇▇▇▇▇ of any AGP Shares.

Capitalization; Title. (a) All of the issued and outstanding Membership Interests have been duly authorized for issuance, are validly issued and are fully paid and non-assessable. All issued and outstanding Membership Interests have been issued pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and all other applicable securities laws. (b) The issued and outstanding Membership Interests set forth on Schedule 3.4(b) constitute all of the outstanding Equity Interests of the Company as of the Agreement Date, and since the Company’s formation, no other Person, other than any Person listed on Schedule 3.4(b) and other than with respect to the Liens granted by Buyer in its Equity Interests in connection with the Credit Agreement, has ever owned (beneficially or of record) or had any rights in respect of any Equity Interest of the Company. None of the issued and outstanding Membership Interests of the Selling Members are subject to or issued in violation of any Lien, purchase option, call option, right of first refusal, preemptive right or any similar right under any provision of the Organizational Documents or any other Contract to which the Company, the Selling Members or any other Person is or was a party. Other than as set forth on Schedule 3.4(b), there are no: (i) authorized or outstanding Equity Interests of the Company; (ii) other Contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any Equity Interests of the Company or that grant the holder thereof any right to vote on, or veto, any actions by the Company or that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of any Equity Interest of the Company; or (iii) outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or interests with respect to the Company. (c) Except as set forth in Schedule 3.4(c): (A) there are no outstanding Contracts of the Company (i) restricting the purchase, sale or transfer of, (ii) affecting the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any Membership Interests or any other Equity Interest of the Company; (B) neither t...

Capitalization; Title. Prior to the issuance of the Seller Golden Unit to Buyer Parent, all of the outstanding Seller Membership Interests are owned of record and beneficially by WNGL, free and clear of any Encumbrances. The outstanding Company Membership Interest is owned of record and beneficially by Seller, free and clear of any Encumbrances. The Seminole Stock is owned of record and beneficially by the Company, free and clear of any Encumbrances except as set forth on Schedule 2.2. All of the Membership Interests and the Seminole Stock have been duly authorized and validly issued. Except for this Agreement, the Mapletree Purchase Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the Membership Interests. There are no voting trusts or other agreements or understandings to which any of the Seller or any of its Subsidiaries is a party with respect to the voting of the Membership Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement and the Seminole Purchase Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Membership Interests or any securities convertible into or exchangeable for any Membership Interests. The Seller has valid and marketable title to the Subject Membership Interest and the sale and transfer of the Subject Membership Interest by the Seller to the Buyer hereunder will transfer title to the Subject Membership Interest to the Buyer free and clear of any Encumbrances.

Capitalization; Title. (a) The entire authorized, issued and outstanding capital stock or other ownership interests in each of the Corporations, and the record (or, as the case may be, legal title holder) and beneficial owner or owners thereof, are set forth in Schedule 4.2(a). All of the Stock of HWL and HAB is duly authorized, validly issued, fully paid and nonassessable. The shares of HGmbH are duly authorized, validly issued, fully paid and nonassessable. The Stock represents all of the outstanding ownership interests in the Corporations. Except as set forth on Schedule 4.2(a), the Stock is owned by Seller free and clear of any Liens or Restrictions. (b) Other than pursuant to this Agreement or as set forth in Schedule 4.2(b), there is no preemptive right, subscription right, option, warrant, call, proxy, voting trust, voting agreement, right, contract, agreement, commitment, understanding or arrangement with respect to the issuance, sale, delivery or transfer of any of the Stock, including any right of conversion or exchange under any security or other instrument. (c) Upon transfer of the Stock to Purchaser in accordance with the terms of Article II hereof, Purchaser will receive good title to the Stock free and clear of all Liens and Restrictions.

Capitalization; Title. (a) The Acquired Company's authorized capitalization consists of Four Hundred (400) common shares having no par value per share, of which Three Hundred (300) shares are issued and outstanding. (b) Each Shareholder is the true and lawful beneficial and record owner of One Hundred (100) of the Acquired Company Shares and such shares are owned by such shareholder free and clear of all liens, security interests, charges, options, agreements, and encumbrances. (c) Each Shareholder is the true and lawful beneficial and record owner of that number of Series A Preferred Shares indicated on Exhibit A attached hereto. (d) All of the Acquired Company Shares are validly issued, fully paid, and nonassessable and there are, and shall be as of or on the Closing Date, no options, calls, warrants, or any other securities, rights or common share equivalents outstanding, which are convertible into, exercisable for or relate to, any capital shares of the Acquired Company. All Acquired Company Shares were issued in compliance with all applicable federal and state securities laws, rules, and regulations.

Capitalization; Title. All of the outstanding partnership interests of the Company are owned of record and beneficially by LLC1 and LLC2. All of the outstanding limited liability company interests of each of LLC1 and LLC2 are owned of record and beneficially by a wholly-owned subsidiary of the Seller Parent. All of the Interests have been duly authorized and validly issued. Except for this Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire the Interests. There are no voting trusts or other agreements or understandings to which any of the Sellers or the Company is a party with respect to the voting of the Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Interests or any securities convertible into or exchangeable for any Interests. LLC 1 and LLC2 have valid and marketable title to the Interests and the sale and transfer of the Interests by LLC1 and LLC2 to Buyer1 and Buyer2 hereunder will transfer title to the Interests to such buyers free and clear of any Encumbrances.

Capitalization; Title. The entire authorized capital stock of Purchaser is set forth in Exhibit A attached hereto and incorporated herein. Immediately following consummation of the transaction contemplated hereby, the capitalization of Purchaser will be as set forth on said Exhibit A. No shares of capital stock are held in treasury. All of the shares of Purchaser capital stock issued and outstanding on the date hereof have been duly authorized, are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Purchaser to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Purchaser. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Purchaser.

Capitalization; Title. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, Mimo shall have 14,943 Mimo Shares issued and outstanding and there will be no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any unissued or treasury shares of capital stock of Mimo. As of the date of this Agreement, the Mimo Shareholders hold the Mimo Shares as set forth on Exhibit A, in each case, free and clear of any and all liens or encumbrances. Mimo Shareholders each have the power and authority to sell, transfer, assign and delver each such Mimo Shareholders Mimo Shares, and will convey to TraQiQ at the Closing Date good and valid title to such Mimo Shares Units free and clear of any and all liens and encumbrances.