This excerpt taken from the MRVL 8-K filed Nov 14, 2006.
(i) The authorized capital stock of the Transferred Sub consists of 36,000 Ordinary Shares, of which only the Transferred Shares are issued and outstanding on the date hereof. No other shares of capital stock of the Transferred Sub have been authorized or designated as a series or are issued and outstanding as of the date hereof. All of the Transferred Shares are duly authorized, validly issued, fully paid and non-assessable, have been issued in material compliance with all Applicable Laws and were issued in compliance with all applicable preemptive rights created by statute, the Memorandum and Articles of Association of the Transferred Sub and any agreement to which Transferred Sub is bound or by which its properties or assets are bound.
(ii) There are not outstanding (i) any options, warrants or other rights to purchase from Transferred Sub any capital stock or other securities of Transferred Sub, (ii) any securities, notes or other indebtedness convertible into or exchangeable for shares of such capital stock or securities, (iii) any other commitments or rights of any kind for Transferred Sub to issue additional shares of capital stock, options, warrants or other securities or (iv) any equity equivalent or other ownership interests in Transferred Sub or similar rights.
(iii) Sellers Subsidiaries are the sole registered and beneficial owners of the Transferred Shares. The Transferred Shares are free and clear of all Liens, claims, options, rights of other parties, voting trusts, proxies, shareholder or similar agreements, encumbrances or other restrictions (other than restrictions imposed by applicable securities laws) (collectively, Share Encumbrances). Upon delivery of certificates evidencing certificated Transferred Shares to Buyer or a Buyer Designee together with any executed share transfer deeds or instruments for the Transferred Shares necessary to transfer the Transferred Shares under Applicable Law, and payment by Buyer of the amount due and payable to Seller pursuant to Section 2.07, Buyer or its
Buyer Designee will acquire good and marketable title to such Transferred Shares, free and clear of any Share Encumbrance.
(b) Ownership; Subsidiaries. Schedule 3.23 sets forth the identity of each of the holders of equity interests of Transferred Sub and their respective ownership interests in Transferred Sub. Transferred Sub has no Subsidiaries and does not, directly or indirectly, own any equity investment or other ownership interest in any Person. Transferred Sub is not a participant in any joint venture, partnership or similar arrangement.
(c) Indebtedness; Operations. On the basis of an unaudited balance sheet at and as of April 1, 2006 not prepared in accordance with GAAP, the Transferred Subs Indebtedness and other Liabilities were $13,161,211 as of such date and, except as set forth on Schedule 3.23(c), the Transferred Sub did not have any other Indebtedness and had not incurred any other Liabilities (other than pursuant to an Employee Plan) in excess of $500,000. Since January 1, 2005, other than as contemplated by this Agreement, Transferred Sub has not sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its Inventory in the ordinary course of business. Since April 1, 2006, other than in the ordinary course of business, Transferred Sub has not incurred any Indebtedness or other Liabilities (other than those which will be assumed by a Selling Party on or prior to the Closing and for which Transferred Sub and Buyer will have no Liability from and after the Closing).