|
3.3 Ortumizaticnt Ed 0,grishir, of Falcon Criumanigs.
<br />(a) Schedule 3.3 sets forth the time of each Falcon Company, including the
<br />jurisdiction of incorporation or formation (as the case may be) of each. Each Falcon Company is
<br />duty qualified, validly existing and in good standing as a foreign corporation, partnership or limited
<br />liability company, as the case may be, in each jurisdiction listed in Schedule 3.3which me all
<br />jurisdictions in which such qualification is required. Except ss disclosed in Schedule 3.3, no Falcon
<br />Company, directly or indirectly, owns, of record or beneficially, any outstanding securities or other
<br />interest in any Person (each such Person described in Schedule 3.3 other than a company listed on
<br />Schedule 1 1(a). an "Investment Person") or has the right or obligation to acquire, any Equity
<br />Interests, outstanding securities or other interest in any Person. Except as set forth in Schedule 3.3.
<br />the owner of the Equity Interests of each Investment Person owns such Equity Interests free and
<br />clear of all Encumbrances, but subject to the Legal Restrictions (except that no representation is
<br />made in this Section 3 as to the Purchased Interests held by Sellers).
<br />(b) Schedule 3.3 sets forth the record and beneficial owner of each issued and
<br />outstanding Equity Interest of each of the Falcon Companies, and the ownership chart of Falcon and
<br />the other Falcon Companies included in Schedule 3.3 is true and correct in all material respects.
<br />Uponthe Closing, Buyer will acquire, directly or indirectly, beneficial ownership of all of the issued
<br />and outstanding Equity Interests of all of the Falcon Companies, tree and clew of all Encumbrances
<br />and options to purchase, other than the pledges disclosed in Schedule 3.3 and Encumbrances created
<br />by the Buyer and subject to the Legal Restrictions. All of such issued and outstanding Equity
<br />Interests of the Falcon Companies have been validly issued, are fully paid and non -assessable and
<br />have not been issued in violation of any federal or state securities laws. Except as set forth in
<br />Schedule 3.3 the owner of the Equity Interests of each Falcon Company owns such Equity Interests
<br />free and clear of all Encumbrances and options to purchase, but subject to the Legal Restrictions
<br />(except that no representation is made in this Section 3 as to the Purchased Interests held by Sellers).
<br />Except as disclosed in Schedule 3.3, them are no (1) outstanding securities, options, warrants, calls,
<br />rights, commitments, agreements, arrangements or undertakings or (2) outstanding stock
<br />appreciation, phantom equity or similar rights of my kind to which any Falcon Company is a party
<br />or by which my of them is bound obligating such Falcon Company to issue, deliver or sell, or cause
<br />to be issued, delivered or sold. aryadditional Fquiry interests of such Falcon Compa^.y or cb gating
<br />such Falcon Company to issue, grant, extend or enter into any such security, option, warrant, call,
<br />right, commitment, agreement, arrangement or undertaking. The Falcon Companies have delivered
<br />to Buyer complete and correct copies of the Organizational Documents of each Falcon Company
<br />as in effect on the date hereof.
<br />3.4 Absence of Conflicting Agreements, C te. Except for the expiration or
<br />termination of any applicable waiting period under the HSR Act, or as set forth in Schedule 3.4 or
<br />Schedule 3 8 or as would not impair the ability of Falcon to perform its obligations under the
<br />Transaction Documents to which it is a party, the execution, delivery and performance by Falcon
<br />and Sellers of this Agreement and the other Transaction Documents to which they are a patty (with
<br />or without the giving of notice, the lapse of time, or both): (a) do not require any Consent of,
<br />declaration to , notice to, or filing with any Governmental Authority or any other Person under any
<br />ornimuraaxecmtou 24
<br />
|