Acquired Entities. (a) Section 4.4(a) of the Disclosure Schedule sets forth for each Acquired Entity (i) its name and jurisdiction of formation, (ii) the authorized, issued and outstanding equity ownership interests of such entity, and (iii) the names of the holders thereof, and the number of ownership interests held by each such holder. (b) Each holder of the ownership interests of each Acquired Entity listed on Section 4.4(a) of the Disclosure Schedule has good and valid title to, and is the sole record and beneficial owner of, such ownership interests, free and clear of all Liens (except for Permitted Liens) and Restrictions. (c) All of the equity ownership interests of each Acquired Entity listed on Section 4.4(a) of the Disclosure Schedule have been validly issued, have been fully paid and are nonassessable. There are no outstanding options, warrants, agreements or other rights of any kind relating to the sale or issuance of additional shares of capital stock or other securities in, or of any securities convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other securities in any Acquired Entity.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Snap on Inc), Stock and Asset Purchase Agreement (Proquest Co)
Acquired Entities. (a) Section 4.4(a4.6(a) of the Parent Disclosure Schedule sets forth for each Acquired Entity (i) its name and jurisdiction of formation, (ii) the authorized, issued and outstanding equity ownership interests of such entity, and (iii) the names of the holders thereof, and the number of ownership interests held by each such holder.
(b) Each holder of the ownership interests of each Acquired Entity listed on Section 4.4(a4.6(a) of the Parent Disclosure Schedule has good and valid title to, and is the sole record and beneficial owner of, such ownership interests, free and clear of all Liens (except for Permitted Liens) and Restrictions.
(c) All of the equity ownership interests of each Acquired Entity listed on Section 4.4(a4.6(a) of the Parent Disclosure Schedule have been validly issued, have been fully paid and are nonassessable. There are no outstanding options, warrants, agreements or other rights of any kind relating to the sale or issuance of additional shares of capital stock or other securities in, or of any securities convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or other securities in any Acquired Entity.
Appears in 1 contract
Sources: Subscription Agreement and Plan of Merger (Proquest Co)