8Capitalization Sample Clauses
The Capitalization clause defines how certain terms and words are to be capitalized throughout the contract to indicate that they have specific, defined meanings. In practice, this means that whenever a word is capitalized, it refers to a particular definition provided elsewhere in the agreement, such as 'Agreement,' 'Party,' or 'Effective Date.' This clause ensures consistency and clarity by preventing ambiguity about the meaning of key terms, thereby reducing the risk of misunderstandings or disputes over interpretation.
8Capitalization. All issued and outstanding Equity Interests of Loan Parties are duly authorized, validly issued, fully paid, non-assessable, and such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. Schedule 5.8 sets forth the authorized Equity Interests of each Loan Party as of the Closing Date as well as all Persons owning more than ten percent (10%) of the outstanding Equity Interests in each such Loan Party as of the Closing Date.
8Capitalization. The MBM Cleaners Interests owned by the Members are the only issued and outstanding securities of MBM Cleaners. MBM Cleaners has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the unissued securities of MBM Cleaners. The membership interests of MBM Cleaners are non-certificated interests. All of the issued and outstanding membership interests in MBM Cleaners have been duly authorized and validly issued, fully paid and non-assessable, and were issued in compliance with applicable securities laws.
1. 9Taxes. All required tax returns or federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by MBM Cleaners for all years for which such returns are due unless an extension for filing any such return has been properly prepared and filed. Any and all federal, state, county, municipal, local, foreign and other taxes, assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for. MBM Cleaners has no outstanding tax liabilities and has not received notice of any tax inquiry or audit against it.
8Capitalization. (a) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, par value $0.001 (“Common Stock”), of which 1,000,000 shares of Common Stock are issued and outstanding. The Company does not have any preferred class of stock authorized, issued or outstanding. All of such issued and outstanding shares of Common Stock constitute the Shares. The Shares have been validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Stockholder. Except for the Shares, there are no other authorized or issued and outstanding equity securities of the Company of any kind, class or character. There are no outstanding subscriptions, options, warrants, or other agreements or commitments obligating the Company to issue any additional shares of its capital stock of any class, or any options or rights with respect thereto, or any securities convertible into any shares of stock of any class. None of the Shares have been issued in violation of, or are subject to, any preemptive or subscription rights. The consummation of the transactions contemplated hereby shall convey to Buyer good and valid title to the Shares, free and clear of all Encumbrances.