Capitalization Sample Clauses


Capitalization. The authorized capital stock of the Company, and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of the most recent fiscal month-end preceding the Signing Date (the Capitalization Date) is set forth on Schedule B. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). Except as provided in the Warrant, as of the Signing Date, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire Common Stock that is not reserved for issuance as specified on Schedule B, and the Company has not made any other commitment to authorize, issue or sell any Common Stock. Since the Capitalization Date, the Company has not issued any shares of Common Stock, other than (i) shares issued upon the exercise of stock options or delivered under other equity-based awards or other convertible securities or warrants which were issued and outstanding on the Capitalization Date and disclosed on Schedule B and (ii) shares disclosed on Schedule B.


Capitalization. InvestCo has a total of 101,625,000 issued and outstanding shares of common stock, each of which is legally issued, fully paid, and non-assessable. All such shares of InvestCo Stock are held of record by the InvestCo shareholders. InvestCo has no other capital stock, warrants, options, or other securities convertible into shares of InvestCo capital stock, outstanding other than the InvestCo Stock. 33 Information. The information concerning InvestCo set forth in this Agreement and the schedules hereto is and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date. 3.4 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of InvestCo, threatened by or against InvestCo, or affecting InvestCo, or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. 3.5 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the Transactions will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which InvestCo is a party or to which any of its properties or operations are subject. 3.6 Compliance With Laws and Regulations. To the best of its knowledge, InvestCo has complied with all applicable statutes and regulations of any Federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, financial condition, or prospects of InvestCo or except to the extent that noncompliance would not result in the incurrence of any material liability. 3.7 Approval of Agreement. The board of directors of InvestCo (the InvestCo Board) has authorized the execution and delivery of this Agreement by InvestCo and has approved the Transactions. Copies of said consent resolutions are attached hereto as Schedule 3.8. 3.8 Title and Related Matters. InvestCo has good and marketable title to all of its properties, interest in properties, and assets, real and personal, (except properties, ...

Capitalization. All of the Company's authorized and outstanding equity securities (including securities convertible into equity securities) are identified on Exhibit B attached hereto (the "Company Securities"). Other than as set forth on Exhibit B, there are no outstanding shares of capital stock or any options, warrants or other preemptive rights, rights of first refusal or similar rights to purchase equity securities of the Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any securities of the Company or pay any dividend or make any other distribution in respect thereof. Except as set forth in Section 4.3, the Company owns no securities of any other entity and no rights to acquire any securities from any other entity. All outstanding Company Securities have been duly authorized and validly issued and are fully paid, non-assessable and free and clear of all Encumbrances. Upon issuance, the Warrant issued to the Lenders pursuant to Section 7.1 will be duly authorized, validly issued, fully paid, non-assessable and free and clear of all Encumbrances.

Capitalization. The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement and the Prospectus under the caption Capitalization (except for subsequent issuances, if any, pursuant to this Agreement or the Alternative Distribution Agreements or pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus or pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement and the Prospectus, including common units of partnership interests in the Operating Partnership (the OP Units)). The issued and outstanding shares of capital stock of the Company, have been duly authorized and validly issued and are fully paid and non assessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The OP Units have been duly authorized for issuance by the Operating Partnership to the holders thereof and are validly issued and fully paid. Except as described in the Registration Statement and the Prospectus, there are no other OP Units outstanding as of the date hereof other than those owned by the Company. Except as set forth in the Registration Statement and the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Companys or its subsidiaries capital stock, including OP Units or other ownership interests of the Operating Partnership.

Capitalization. The authorized capital securities of Parent and Merger Subsidiary are set forth in the Parent Disclosure Schedule. The number of shares of Parent Common Stock, as of the date of this Agreement and as set forth in Parent Disclosure Schedule, represent all of the issued and outstanding capital securities of the Parent. All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are without, and were not issued in violation of, preemptive rights. There are no shares of Parent Common Stock or other equity securities of Parent outstanding or any securities convertible into or exchangeable for such interests, securities or rights. Other than as set forth on the Parent Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement to which Parent is a party, or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital securities of Parent, including any right of conversion or exchange under any security or other instrument.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 280,000,000 shares of Common Stock, $.001 par value per share, of which as of the date hereof, 15,360,000 shares are issued and outstanding; 7,525,855 shares of Series A convertible preferred Stock authorized, issued, and outstanding, par value $.001. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in the Company's publicly available filings with the SEC:

Capitalization. The authorized capital stock of Parent consists of 250,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, US$0.001 par value per share (Parent Preferred Stock). As of the Execution Date, (a) 67,646,800 shares of Parent Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (b) 74,646,800 shares of Parent Common Stock are reserved for issuance upon exercise of outstanding warrants of Parent (Parent Warrants), and (c) no shares of Parent Preferred Stock are issued or outstanding. Except as set forth in this Section 3.3, there are no Contracts, obligations, preemptive rights or other rights relating to the issued or unissued capital stock of Parent, or other Contracts obligating Parent to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, Parent. None of the outstanding equity securities or other securities of Parent was issued in violation of the Securities Act or any other Legal Requirement.


Capitalization. Schedule 3.3 sets forth the number and par value of the shares that each of the Shareholders holds in the Company. Collectively, the Company Shares constitute all of the issued and outstanding shares of capital stock of the Company. All of the Company Shares have been duly issued and are fully paid and nonassessable. All of the Company Shares are owned and held by the Shareholders, free and clear of all liens, encumbrances or other third-party rights of any kind whatsoever. There are no outstanding agreements, options, rights or privileges, whether preemptive or contractual, to acquire shares of capital stock or other securities of any of the Company.

Capitalization. The authorized capital stock of Chilco consists of 100,000,000 shares of common voting stock, having a par value of $0.001 per share, of which 2,200,000 shares will be issued and outstanding, all fully paid and non-assessable immediate prior to the Closing; except as may be provided herein, there are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued capital stock of Chilco.

Capitalization. All outstanding shares of capital stock of the Borrowers have been duly and validly issued and are fully paid and non-assessable (other than any assessment on the shareholders of the Borrowers that may be imposed as a matter of law) and are owned by (i) Holdings, with respect to the shares of Lead Borrower and (ii) a Credit Party, with respect to the shares of any other Borrower. No Borrower has outstanding any capital stock or other securities convertible into or exchangeable for its capital stock or any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock.