Capitalization; Debt Clause Samples
The 'Capitalization; Debt' clause defines how a company's capital structure and outstanding debt are determined and reported for the purposes of the agreement. It typically outlines what constitutes equity, such as shares, options, and warrants, as well as the types and amounts of debt obligations that must be disclosed. This clause ensures that all parties have a clear and accurate understanding of the company's financial obligations and ownership structure, thereby reducing the risk of misunderstandings or disputes related to financial representations.
Capitalization; Debt. The capitalization of the Company, including its authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of Common Stock is as set forth in the SEC Filings as of the dates set forth therein. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in compliance in all respects with applicable state and federal securities law, except as would not reasonably be expected to have a Material Adverse Effect. The Company owns all outstanding shares of each Subsidiary. Except as reflected in the SEC Filings or in the Disclosure Schedule, no Person is entitled to pre-emptive rights with respect to any securities of the Company. Except as reflected in the SEC Filings or in the Disclosure Schedule, there are no outstanding warrants, options, convertible securities, or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any material amounts of equity securities of any kind. Except as reflected in the SEC Filings or in the Disclosure Schedule and, except for the Registration Rights Agreement, there are no voting agreements, buy-sell agreements, or right of first purchase agreements among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as reflected in the SEC Filings or in the Disclosure Schedule and, except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act. Except as reflected in the SEC Filings, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Investors). Except as reflected in the SEC Filings, the Company does not have outstanding stockholder rights plans or “poison pill” or any similar arrangement in effect giving stockholders the right to purchase any equity interest in the Company upon the occurrence of certain events. Except as disclosed in t...
Capitalization; Debt. The authorized, issued and outstanding shares of capital stock of the Company and any outstanding debt are as set forth in the Company’s Form 10-K (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to the operation of the Company’s dividend reinvestment plan, pursuant to share-based compensation awards or pursuant to the conversion of convertible securities referred to in the Form 10-K). The 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 were issued in violation of the preemptive or other similar rights of any securityholder of the Company.
Capitalization; Debt. (a) The authorized capital stock of the Company consists of (i) 800,000 shares of common stock, par value $0.01, of which there are 83,185 shares issued and outstanding and owned by the Persons listed on Schedule 1, and (ii) 200,000 shares of preferred stock, par value $0.01, of which no shares are issued and outstanding. All of the outstanding shares of Company Stock have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any preemptive rights. Except as set forth on Schedule 1, there are no outstanding (A) shares of capital stock or other securities of the Company, (B) options, warrants, stock appreciation rights or other rights to acquire from the Company, or to cause the Company to issue, any capital stock or other securities, (C) phantom stock rights, stock appreciation rights or other equity related rights of the Company, or (D) Contracts, whether or not the Company is a party thereto, obligating or permitting the Company to issue, or to redeem or purchase, or otherwise pertaining to, any shares of capital stock or other securities of the
Capitalization; Debt. (i) The authorized capitalization of the Company consists of (A) 10,000,000 Company Common Shares, of which, as of September 24, 2009, 5,229,954 were issued and outstanding, and (B) 10,000,000 preferred shares, par value $0.01 per share, none of which are or have at any time been issued or outstanding. 750,000 Company Common Shares have been reserved for issuance as restricted shares pursuant to the Company Share Incentive Plan. Of the 750,000 Company Common Shares reserved for issuance pursuant to the Company Share Incentive Plan, 391,751 Company Common Shares have been granted or approved for grant to officers and trustees of the Company as shares subject to the restrictions set forth in the Company Share Incentive Plan and the grant agreements related thereto (the “Restricted Shares”). Section 5.02(b)(i) of the Disclosure Letter sets forth a true, complete and correct list of all vested and unvested Restricted Shares awarded by the Company or any of its Subsidiaries, including the name of the Person to whom such Restricted Shares were granted, the vesting periods for such Restricted Shares and other terms of the restrictions related thereto. Other than the Restricted Shares, no Company Common Shares have been issued or are outstanding under the Company Share Incentive Plan. There are no Company Common Shares reserved for issuance or required to be reserved for issuance other than the Restricted Shares issued pursuant to the Company Share Incentive Plan, as described above. All issued and outstanding Company Common Shares are duly authorized, validly issued, fully paid and nonassessable, and are not subject to (and were not issued in violation of) any preemptive right under any Law (including the provisions of the MGCL), or under the Company Charter or the Company Bylaws.
(ii) Section 5.02(b)(ii) of the Disclosure Letter sets forth a true and complete list of all secured and unsecured indebtedness of the Company and its Subsidiaries, including the instruments related thereto, their outstanding principal amounts as of August 31, 2009, interest rates and maturity dates. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.
(iii) Section 5.02(b)(iii) of the Disclosure Letter sets forth a true and complete list of all outstanding share appreciation...
Capitalization; Debt. The authorized, issued and outstanding shares of capital stock of the Company and any outstanding debt are as set forth in the Company’s Form 10-Q (except for subsequent issuances, if any, pursuant to this Agreement or pursuant to the exercise of convertible securities referred to in the Form 10-Q). The 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 were issued in violation of the preemptive or other similar rights of any securityholder of the Company.