The Subsidiary Shares. The entire issued and outstanding equity interest in each Subsidiary is represented by its Subsidiary Shares. All Subsidiary Shares are duly authorized and validly issued and outstanding, fully paid, and non-assessable and have not been issued in violation of any preemptive rights. Except for the Subsidiary Shares, there are no outstanding equity interests in any Subsidiary, or any contractual arrangements giving any Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of any shares in any Subsidiary. There are no outstanding warrants, options, rights, convertible or exchangeable securities or other commitments pursuant to which Seller, the Company or any Subsidiary is or may become obligated to issue or sell any shares or other equity interests in any Subsidiary.
The Subsidiary Shares. The Subsidiary Shares have been duly and validly issued, are fully paid and non-assessable and free of preemptive rights. Vorini has, and will convey to the Company, good and valid title to the Subsidiary Shares which comprise all of the issued and outstanding shares in the Subsidiaries, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. There are no outstanding options, warrants or other rights to acquire any shares of capital stock or securities convertible into or exercisable for the capital stock of any Subsidiary. With respect to the Subsidiary Shares, there is no further obligation to make any capital contribution to the applicable Subsidiary.
The Subsidiary Shares. The Subsidiary Shares to be transferred by Amarantus to Todos hereunder, when so transferred and delivered, will be duly and validly issued, fully paid and nonassessable and will be issued free of any preemptive or similar right and free and clear of any claim, lien, security interest or other encumbrance. Except for Todos’s rights under this Agreement, no person has any written or oral agreement, option, understanding or commitment or any right or privilege (whether by law, contractual or otherwise) for the purchase or acquisition from Amarantus of any equity interests of the Subsidiary.
The Subsidiary Shares. Except as set forth in Disclosure Schedule 9.3.2, the Subsidiary Shares are not subject to any Encumbrances. The Subsidiary Shares are validly issued and fully paid-in and there are no obligations to make further contributions with respect to the Subsidiary Shares. Except as set forth on Disclosure Schedule 9.3.2, the Subsidiary Shares represent all the outstanding Interests in the Subsidiaries.
The Subsidiary Shares. Except as set forth on Schedule 3.15, the Company has good and valid title to the Subsidiary Shares, free and clear of all Liens. Other than this Agreement and except as set forth on Schedule 3.4, the Subsidiary Shares are not subject to any voting trust agreement or other Contractual Obligation restricting or otherwise relating to the voting, dividend rights or disposition of the Subsidiary Shares. The certificates representing the Subsidiary Shares to be delivered at Closing will constitute all of the outstanding Subsidiary Shares.
