Ownership of Company Interests. The Company Interests to be assigned to the General Partner, and, in turn, to the Partnership have been duly authorized and issued and are free and clear of all liens, security interests and encumbrances of any kind and nature whatsoever. The Company Interests represent 100% of the outstanding equity interests in the Company, and there are no options, warrants, subscription rights or rights of conversion or exchange that would obligate the Company to issue additional equity interests.
Ownership of Company Interests. The Company Interests listed on Section 2.2(e) of the Disclosure Schedule attached hereto as Exhibit C (the "Disclosure Schedule") constitute all of the issued and outstanding equity interests in the Company, and all such interests are owned by the Owners.
Ownership of Company Interests. Such CZH Transferor holds, as record owner, the Company Interests set forth opposite such CZH Transferor’s name under the caption “Company Interests” on Exhibit B, subject to no Encumbrances, and such CZH Transferor is the sole record owner of such Company Interests. The Company Interest held of record by each CZH Transferor are held 85% for the benefit of Lord Link and 15% for the benefit of Jifu. The Company Interests together constitute 100% of the equity interests in the Company, and no Person (other than the CZH Holders) has any right or option to acquire any equity interest in the Company or has claimed or otherwise asserted, either formally or informally, any right to acquire any equity interests or any interest therein. The Company Interests being conveyed by the CZH Transferors constitute 100% of the equity interest in the Company. Such CZH Transferor is not a party to any agreement that restricts his right or ability to sell or otherwise transfer the Company Interests pursuant to this Agreement. All actions and agreements necessary for the payment of the Cash Consideration and the issuance of the SolarMax Shares to the CZH Holders have been taken, and true and correct copies of all such instruments have been provided to SolarMax.
Ownership of Company Interests. No Voting Trusts 24 3.2 Authorization 24 3.3 Consents and Approvals; No Violation 24 3.4 Litigation 24 3.5 Parent Shares 25 3.6 Brokers’ Fees 26 4. Representations and Warranties of the Company 26
Ownership of Company Interests. Such Contributor's Company Interests listed on Schedule II constitute all of the issued and outstanding equity interests of said Contributor in the Company, and all such interests are owned by said Contributors. Such Contributor is the sole owner of its Company Interests (with FSPP I being the record and beneficial owner of a 66.38% membership interest in the Company and FSPP II being the record and beneficial owner of a 20.67% membership interest in the Company), beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey its Company Interests, free and clear of any Liens. Upon delivery of consideration for such Company Interests, such Contributor will transfer to Acquirer good and valid title thereto, free and clear of any Liens except Liens created in favor of the Acquirer by the transactions contemplated hereby. Such Contributor does not have any commitment or legal obligation, absolute or contingent, to any Person other than the Acquirer to sell, sign, transfer or effect a sale of any right, title or interest in or to its Company Interests.
Ownership of Company Interests. The Contributor is the sole owner of its Company Interests beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey the Company Interests, free and clear of any Liens. Upon delivery of consideration for such Company Interests, the Contributor will transfer to Acquirer good and valid title thereto, free and clear of any Liens except Liens created in favor of the Acquirer by the transactions contemplated hereby. Except as provided in this Agreement, there are no rights to purchase, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or similar understandings of any kind outstanding (i) relating to any interest in the Company, or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the Company Interests, or any securities of any kind convertible into any of the foregoing, or any equity interest or profit participation of any kind in the Company. The Contributor does not have any commitment or legal obligation, absolute or contingent, to any Person other than the Acquirer to sell, sign, transfer or effect a sale of any right, title or interest in or to its Company Interests.
Ownership of Company Interests. Such Contributor's Company Interests listed on Section 2.2(e) of the Disclosure Schedule constitute all of the issued and outstanding equity interests of said Contributor in the Company, and all such interests are owned by said Contributors. Such Contributor is the sole owner of its Company Interests, beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey its Company Interests, free and clear of any Liens. Upon delivery of consideration for such Company Interests, such Contributor will transfer to Acquirer good and valid title thereto, free and clear of any Liens except Liens created in favor of the Acquirer by the transactions contemplated hereby. Such Contributor does not have any commitment or legal obligation, absolute or contingent, to any Person other than the Acquirer to sell, sign, transfer or effect a sale of any right, title or interest in or to its Company Interests.
Ownership of Company Interests. Seller owns all of the Company Interests free and clear of any Liens other than Liens set forth in Section 4.2 of the Disclosure Schedule and Liens that will be terminated at or prior to Closing in accordance with this Agreement.
Ownership of Company Interests. Sellers are the owners, beneficially and of record, of the membership interests set forth opposite his name in Schedule A attached hereto (the “Company Interests”). Company Interests are not pledged, mortgaged or otherwise encumbered in any way and there is no lien, mortgage, charge, claim, liability, security interest or encumbrance of any nature against the Company Interests arising from such Sellers’ actions. The Company Interests are not party to any outstanding warrants, rights of subscription or conversion, calls, commitments, agreements, arrangements, understandings, plans, contracts, proxies, voting trusts, voting agreements or instruments of any kind or character, oral or written, relating to the issuance, voting or sale of Company Interests or of any securities representing the right to purchase or otherwise receive any such membership interests. Sellers are not party to any security holders agreements, preemptive rights or other agreements, arrangements, commitments or understandings, oral or written, relating to the voting, issuance, acquisition or disposition of the Company Interests or the conduct or management of the Company by its Board of Managers. At the Closing, the Sellers shall have good and marketable title to the Company Interests and full right to transfer title to such membership interests, subject to any restrictions imposed by state or federal securities laws, free and clear of all liens, mortgages, charges, liabilities, claims, security interests or encumbrances of every type whatsoever. The sale, conveyance, transfer and delivery of the Company Interests by the Sellers to the Buyer pursuant to this Agreement, against payment therefor in accordance with the terms hereof, will transfer full legal and equitable right, title and interest in the Company Interests to the Buyer, free and clear of all liens, mortgages, charges, claims, liabilities, security interests and encumbrances of any nature whatsoever other than as contemplated by this Agreement and the other agreements and instruments to be entered into in connection with the transactions contemplated hereby (the “Other Agreements”).
Ownership of Company Interests. Except as set forth in Section 3.03(a) of the Company Disclosure Letter, such Seller has legal and beneficial ownership of the Company Interests identified in Section 3.03(a) of the Company Disclosure Letter as being owned by it, free and clear of any Liens (other than Permitted Liens) or any other limitations or restrictions on such Company Interests (including any limitation or restriction on the right to vote, pledge, sell or otherwise dispose of such Interests). Upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire such Company Interests, free and clear of all Liens other than those created by Purchaser.
