Propel. The outstanding equity securities of Propel consist solely of 100 units of limited liability company interest (“Propel Units”), all of which Propel Units have been duly authorized, are validly issued, fully paid and not subject to any capital call or other similar requirement and, and to the Knowledge of Seller, were issued in compliance with all federal and state securities laws. The Propel Units are not certificated. Other than the Propel Units, Propel does have any equity securities or other equity interests. The outstanding equity securities of each Acquired Company (other than Propel) are set forth on Schedule 3.6(a). With respect to each Acquired Company (other than Propel), all such equity securities (i) have been duly authorized, are validly issued and fully paid and not subject to any capital call or other similar requirement and (ii) to the Knowledge of Seller, were issued in compliance with all federal and state securities laws. There is no obligation, SMRH:224615386.2 17 36HK-227958 contingent or otherwise, of any Acquired Company to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person.
Propel. The outstanding equity securities of Propel consist solely of 10,000 units of limited liability company interest (“Propel Units”), all of which Propel Units have been duly authorized, are validly issued and are fully paid and non-assessable. The Propel Units are not certificated. Other than the Propel Units, Propel does not have any equity securities or other equity interests authorized, existing, issued or outstanding.
Propel. Propel hereby represents and warrants that (i) it has examined the existing Tax Opinions/Rulings and the Representation Letters, and (ii) the facts presented and the representations made therein, to the extent descriptive of Propel, the Propel Business, the Propel Affiliates or the Propel Operating Companies (including, without limitation, the business purposes for a Distribution and the Israeli Separation, the representations in such Representation Letters and Tax Opinions/Rulings to the extent that they relate to Propel, the Propel Business, the Propel Affiliates or the Propel Operating Companies, and the plans, proposals, intentions and policies of Propel) are true, correct and complete in all material respects.
