Title to Subsidiaries. Atlas America owns 100% of the issued and outstanding equity interests in the Subsidiaries; the Subsidiaries own 100% of the issued and outstanding equity interests in their subsidiaries as set forth on Schedule 1; and all such equity interests have been duly authorized and validly issued in accordance with the charter documents of the relevant entity, and Atlas America and the Subsidiaries own their respective equity interests free and clear of all liens, claims, options, charges, encumbrances or restrictions of any kind. There are no outstanding warrants, options, agreements, convertible or exchangeable securities, phantom stock or other commitments pursuant to which any Subsidiary or any of their subsidiaries is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities and no equity securities of any Subsidiary or any of their subsidiaries are reserved for issuance for any purpose.
Title to Subsidiaries. Each Group Company is the direct legal and beneficial owner of, and has good and marketable title to, the equity interests reflected to be owned by such Person in Section 4.6 of the Company Disclosure Schedule, free and clear of all Liens other than those arising pursuant to the express terms (without any breach, violation or default thereof) of this Agreement, the Organizational Documents of a Group Company, or applicable securities Laws or as disclosed in Section 4.6 of the Company Disclosure Schedule, no Group Company owns any direct or indirect equity interest, participation or voting right in any other Person, other than in the Persons set forth in Section 4.6 of the Company Disclosure Schedule. No Group Company is a party to any written or oral agreement, and has not granted to any Person (other than a Group Company) any option or any right or privilege capable of becoming an agreement or option for the purchase of, or subscription by, or the allotment or issue to any Person (other than a Group Company), any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Group Company and no shares, membership interests or other equity interests of any Group Company are subject to any voting trust, shareholder agreement, pledge agreement, preemptive right, right of first refusal, right to purchase, voting agreement, or similar contract in favor of any Person other than a Group Company.
Title to Subsidiaries. Except as set forth in Section 4.06 of the Company Disclosure Schedule, each Acquired Company is the direct legal and beneficial owner of, and has good and marketable title to, the equity interests reflected to be owned by such Person in Section 4.02(a) of the Company Disclosure Schedule, free and clear of all Liens other than those arising under the Financing Arrangements and those arising pursuant to this Agreement, its respective Organizational Documents or applicable securities Laws. The equity interests set forth in Section 4.02(a) of the Company Disclosure Schedule (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) were issued in compliance with Law and (iii) were not issued in breach or violation of any preemptive rights or Contract. Except for the equity interest set forth in Section 4.02(a) of the Company Disclosure Schedule, there are no limited liability company interests or other equity interests of any Acquired Company authorized, reserved, issued or outstanding, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, equity appreciation rights, equity-based performance units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other ownership interest in an Acquired Company or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire or sell, any securities of an Acquired Company, or to participate in the profits of any Acquired Company, and no securities evidencing such rights are authorized, issued or outstanding. Other than this Agreement and the Organizational Documents of the applicable Acquired Companies, such equity interests are not subject to any voting trust agreement or any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such interests.
Title to Subsidiaries. 1. Javelin Solar CA, LLC holds a minority interest in Imperial Valley Solar 1 Holdings, LLC.
Title to Subsidiaries. Each Acquired Company is the direct legal and beneficial owner of, and has good and marketable title to, the equity interests reflected to be owned by such Person in Section 4.02 of the Seller Disclosure Schedule, free and clear of all Liens other than those (a) set forth in Section 4.05 of the Seller Disclosure Schedule or (b) arising pursuant to the express terms (without any breach, violation or default thereof) of this Agreement, the Organizational Documents of the Acquired Companies, or applicable securities Laws. No Acquired Company Subsidiary is a party to any agreement granting to any Person, and no Acquired Company Subsidiary has granted to any Person, any option for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Acquired Company. The shares, membership interests or other equity interests of the Acquired Companies (other than the Company) are not subject to any voting trust, shareholder agreement, pledge agreement, preemptive right, right of first refusal, right to purchase, voting agreement, or similar Contract, in each case, other than, (i) as applicable, as set forth in Organizational Documents of the Acquired Companies or this Agreement, (ii) pursuant to the Project Company Indebtedness or (iii) as would not be material to a Company Group.
