Common use of Miraclon Entities Clause in Contracts

Miraclon Entities. (a) Section 3.2 of the Seller Disclosure Letter sets forth a true and complete list of the Miraclon Entities, listing for each Miraclon Entity its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests and the current owner of such shares, partnership interests or similar ownership interests. None of the Miraclon Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Miraclon Shares or obligating either Seller or any Subsidiary of Seller to issue or sell any Miraclon Shares, or any other interest in any Miraclon Entities. There are no outstanding Contracts of any Miraclon Entity to repurchase, redeem or otherwise acquire any shares of common stock or other equity or ownership interest or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Miraclon Shares constitute all of the issued and outstanding capital stock of the Miraclon Entities and are owned of record and beneficially by Seller or the Selling Subsidiaries which are listed as shareholders in Section 3.2 of the Seller Disclosure Letter. The Miraclon Shares shall be free and clear of all Encumbrances other than Encumbrances that will be released at Closing. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Miraclon Shares. Except as set forth in Section 3.2 of the Seller Disclosure Letter, (i) there are no other corporations, partnerships, joint ventures, associations or other entities in which any Miraclon Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same and (ii) no Miraclon Entity is a member of any partnership nor are they a participant in any joint venture or similar arrangement. (b) Since the date of their formation (other than in relation to the Key Carve-Out Operations and the implementation thereof), none of the Miraclon Entities have conducted any business or operations, entered into any transaction for a business purposes or otherwise or had any assets or liabilities, in each case, other than initial formation and organizational activities, including obtaining Permits, bank accounts and similar matters. (c) Seller has made available to Purchaser accurate, correct and complete copies of the organizational documents of each Miraclon Entity, including all amendments thereto and no Miraclon Entity is in material violation of any of the provisions of its organizational documents.

Miraclon Entities. (a) Section 3.2 of the Seller Disclosure Letter sets forth a true and complete list of the Miraclon Entities, listing for each Miraclon Entity its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests and the current owner of such shares, partnership interests or similar ownership interests. None of the Miraclon Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Miraclon Shares or obligating either Seller or any Subsidiary of Seller to issue or sell any Miraclon Shares, or any other interest in any Miraclon Entities. There are no outstanding Contracts of any Miraclon Entity to repurchase, redeem or otherwise acquire any shares of common stock or other equity or ownership interest or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Miraclon Shares constitute all of the issued and outstanding capital stock of the Miraclon Entities and are owned of record and beneficially by Seller or the Selling Subsidiaries which are listed as shareholders in Section 3.2 of the Seller Disclosure Letter. The Miraclon Shares shall be free and clear of all Encumbrances other than Encumbrances that will be released at Closing. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Miraclon Shares. Except as set forth in Section 3.2 of the Seller Disclosure Letter, , (i) there are no other corporations, partnerships, joint ventures, associations or other entities in which any Miraclon Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same and (ii) no Miraclon Entity is a member of any partnership nor are they a participant in any joint venture or similar arrangement. (b) Since the date of their formation (other than in relation to the Key Carve-Carve- Out Operations and the implementation thereof), none of the Miraclon Entities have conducted any business or operations, entered into any transaction for a business purposes or otherwise or had any assets or liabilities, in each case, other than initial formation and organizational activities, including obtaining Permits, bank accounts and similar matters. (c) Seller has made available to Purchaser accurate, correct and complete copies of the organizational documents of each Miraclon Entity, including all amendments thereto and no Miraclon Entity is in material violation of any of the provisions of its organizational documents.