Ownership of Shares; Shareholdings. (a) The ownership of the shares and interests in the Companies and the Subsidiaries is set forth in the Recitals and in Exhibits R-1 and R-2. The Sold Shares and the shares or interests in the Subsidiaries (to the extent such shares or interests are indirectly sold under this Agreement) are free and clear of any liens, encumbrances or other rights of third parties, and there are no pre-emptive rights, rights of first refusal, options or other rights of any third party (other than any Company or Subsidiary) to purchase or acquire any of the Sold Shares, except as disclosed in Exhibit 5.2 (a). Except as otherwise set forth in Exhibits R-1 or R-2, the Sold Shares and the shares in the other Companies and Subsidiaries set out in such exhibits represent all of the issued share capital of the respective Companies and Subsidiaries, and no options or rights to acquire or subscribe to any additional shares or convertible securities in respect of shares of any Company or Subsidiary have been granted to, or otherwise agreed with, any third party (other than any Company or Subsidiary).
Ownership of Shares; Shareholdings. (a) The Sold Shares and the shares in the other Companies (as set forth in Exhibit R) indirectly owned by Sellers (collectively the “Shares”) are duly authorized and validly issued. Sellers are the sole and unrestricted owners of the Sold Shares, and the other Shares are owned as set forth in Exhibit R.
Ownership of Shares; Shareholdings. (a) The Shares and the shares in the other entities of the Group are validly issued as described in Sections 1.1 and 1.2. Seller is the sole and unrestricted owner of the Shares and the Target is the sole and unrestricted owner of the shares in the other entities of the Group as set out in Section 1.2.
Ownership of Shares; Shareholdings. (a) The Sold Shares are owned by Seller and are duly authorized and validly issued. Seller is the sole and unrestricted owner of the Sold Shares.
Ownership of Shares; Shareholdings. (a) EXHIBIT R-2 contains a complete and correct description of the registered capital, issued capital, total capitalization and shareholders of each Company and, to VARTA's knowledge, each other entity set forth in Exhibit R-2 in which the Consumer Group owns a minority interest. The capitalization chart on EXHIBIT R-2 indicates the shareholder ownership of all issued shares of any entity of the Consumer Group, any foreign registered capital in Colombia and any minority interest owned by the Consumer Group listed in Section 5.1 of the Disclosure Letter ("SHARES"). Except as set forth in Section 5.2 (a) of the Disclosure Letter, the Shares have been fully paid up in cash or by means of permissible contributions in kind with discharging effect, and the share capital of the Companies is not reduced by any open or concealed repayment to the shareholders. The Shares are free and clear of any liens, encumbrances or other rights of third parties, and there are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any shares of any entity in the Consumer Group (whether from a shareholder or from a Company), in each case except as set forth in Section 5.2 (a) of the Disclosure Letter. There are no silent participations in the Consumer Group or subparticipations in any Shares and there are also no conditional obligations (options) or binding offers vis-a-vis third parties concerning the creation of such participations or the grant of shareholder rights or similar rights with regard to the Consumer Group (e.g. voting rights, participation in profits). To the extent that VARTA / or Consumer Group do not hold 100% of the shares in the Companies the minority shares are held by their nominees with no authority and, to the extent permitted by local law, VARTA or Varta Consumer has the right to reacquire them at nominal costs.
Ownership of Shares; Shareholdings. (a) Sellers are the sole and unrestricted owners of the Sold Shares as set forth in the Preamble and under Section 1.1.
Ownership of Shares; Shareholdings. (a) Holdco's total share capital (STAMMKAPITAL) is EUR 25,000.00, consisting of two shares, one of which with par value of EUR 1,000.00 and the other with par value of EUR 24,000.00. All of the Sold Shares and all of the shares in the other entities of the Hunnebeck Group (as set forth in EXHIBIT R) are directly or indirectly owned by Holdco (collectively the "SUBSIDIARY SHARES"), are duly authorized and validly issued, fully paid and non-assessable, and there are no other issued, reserved for issuance or outstanding equity interests (including silent participation (STILLE BETEILIGUNG)) in Holdco. None of the paid in capital of the Sold Shares and the Subsidiary Shares has, in full or in part, been paid back to the shareholders. There are no options, offers, warrants, conversion rights, subscriptions, or agreements or rights of any kind to subscribe for or to purchase, or commitments to issue (either formal or informal, firm or contingent) shares of capital stock or other equity interests in Holdco or in the Companies other than Holdco (whether debt, equity or a combination thereof) or obligating Holdco or such Companies to grant, extend or enter into any such agreement or commitment except for those provided under statutory law, under the organizational or other constituent document or those disclosed in EXHIBIT R. Seller is the sole and unrestricted owner of the Sold Shares, and the Subsidiary Shares are owned as set forth in EXHIBIT R. At Closing, good, valid and marketable title to the Subsidiary Shares which are purported in EXHIBIT R to be owned will be held by each of Holdco and/or Hunnebeck GmbH.
