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ادامه مطلب

All the released and outstanding stocks of MM–RM have now been duly authorized, are validly given, fully compensated, and non-assessable, and therefore are easily owned by MMI. None regarding the stocks have now been pledged, encumbered or hypothecated at all. There are not any outstanding or options that are authorized warrants, purchase liberties, registration rights, conversion liberties, change legal rights, or other agreements or commitments which could require MM–RM to issue, sell or else cause in order to become outstanding any of the money stock of MM–RM. There are not any outstanding or authorized stock appreciation, phantom stock, revenue involvement, or comparable legal rights pertaining to MM–RM. Likewise, every one of the Membership Interest of LWC happens to be duly authorized, is legitimate, completely compensated, and non-assessable, and it is easily owned by L&W and Seller Affiliates Sellers to name. None associated with the Membership Interest has been pledged, hypothecated or encumbered at all. There aren’t any outstanding legal rights or other agreements or commitments that may need LWC to give, sell or elsewhere cause in order to become outstanding some of its Membership Interest.

Ownership. Sellers would be the holders of record and beneficially own, and have now good and title that is marketable all the Assets and Target Companies passions, and such assets and passions are free and free from any encumbrances, limitations on transfer (apart from any limitations under securities or comparable appropriate needs), claims, taxes, safety passions, choices, warrants, liberties, contracts, phone telephone calls, commitments, equities and needs.

ادامه مطلب