Capitalization of Company and Subsidiaries Sample Clauses

Capitalization of Company and Subsidiaries. The authorized capital stock of Company consists entirely of 50,000 shares of voting common stock and 54,000 shares of non-voting common stock, no par value. All issued and outstanding capital stock, being 23,451 Shares, is now and will be on the Closing Date all owned of record and beneficially by Shareholders in the respective numbers set forth in Schedule 4.1.(f). All such Shares are validly issued, fully paid and nonassessable. Additionally, there is issued common stock held by the Company as "Treasury Stock," consisting of 200 shares of voting common stock and 2,949 shares of nonvoting common stock. There are no outstanding warrants, options or convertible securities.
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Capitalization of Company and Subsidiaries. (a) The authorized Equity Securities of the Company consist of shares of common stock, par value $ per share, of which shares, constituting the Shares, are issued and outstanding. Sellers are the owners (of record and beneficially) of all of the Shares, free and clear of all Encumbrances, including any restriction on the right of any Seller to transfer the Shares to Buyer pursuant to this Agreement. The assignments, endorsements, stock powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest in the Shares (of record and beneficially) owned by such Seller. Upon transfer to Buyer of the certificates representing the Shares, Buyer will receive good title to the Shares, free and clear of all Encumbrances. Part 3.3(a) lists Sellers and the number of Shares held by each Seller.
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Capitalization of Company and Subsidiaries. (a) The authorized Equity Securities of the Company consist of 100,000 Member Units, of which 28,061.213 Member Units, constituting the Interests, are issued and outstanding. Sellers are the owners (of record and beneficially) of all of the Interests, free and clear of all Encumbrances (other than generally applicable restrictions or limitations on transfers of securities arising under applicable securities laws). All the outstanding Interests have been duly authorized and are validly issued. Except as set forth in Schedule 4.3(a), there are no Applicable Contracts relating to any Interests, including the sale, voting, or transfer thereof. There are no outstanding subscription, option, warrant, call or exchange right, convertible security, or other obligations in effect giving any Person (other than the Buyer pursuant to this Agreement) the right to acquire any of the Interests.
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Capitalization of Company and Subsidiaries. (a) The authorized, issued and outstanding Equity Securities of the Company as of the date of this Agreement are as set forth on Schedule 4.3(a). The Shares are duly and validly authorized and issued, fully paid and nonassessable. There are no outstanding Equity Securities that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock except as set forth on Schedule 4.3(a).
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Capitalization of Company and Subsidiaries. (a) The authorized capital of the Company consists of ordinary shares issued and fully paid up (the “Shares”). Seller is the sole beneficial owner of the Shares through its subsidiary. The assignments, endorsements, instruments of transfer and sold notes and other documents as set out in Section ‎2.6(a) to be delivered by Seller to Buyer at the Closing will be sufficient to transfer Seller’s entire interest in the Shares (of record and beneficially). At Closing, the Buyer will receive good title to the Shares, free and clear of all Encumbrances.
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Capitalization of Company and Subsidiaries. SCHEDULE 3.8 to the Disclosure Memorandum sets forth the entire authorized share capital or capital stock (or other form of ownership interest, in the case of 3Net China) of the Company and each Subsidiary, indicating in each case which shares in the capital or of capital stock (or other form of ownership interest, in the case of 3Net China) are issued (allotted) and the owners thereof. Neither the Company nor any Subsidiary has any direct or indirect equity or other ownership interest in any corporation, company, joint venture, partnership, business association, entity, enterprise or other Person other than another Subsidiary as identified on SCHEDULE 3.8 to the Disclosure Memorandum. All of such issued shares in the capital or of capital stock (or other ownership interests) have been duly authorized and are validly issued, fully paid and non-assessable (i.e., the holders of such shares or other ownership interests have no liability to the issuer thereof arising out of the ownership thereof). There are no outstanding or authorized options, warrants, rights, Contracts, calls, puts, rights to subscribe, conversion rights or other agreements, arrangements or commitments to which the Company or any Subsidiary is a party or which are binding upon or otherwise affect the Company or any Subsidiary providing for the issuance, disposition, transfer, conversion or acquisition of any of the share or loan capital or other equity or ownership interests of such entity, or giving any Person (other than Teltrend) any rights with respect thereto. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company or any Subsidiary.
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Capitalization of Company and Subsidiaries. (a) The issued and outstanding Equity Securities of the Company consist of a total of 6,300,000 shares. Following the Closing, 6,299,999 shares to be held by Buyer and 1 share will be held by Reliance Management, as the Malta authorized and designated secretary as required by applicable law. The Company owns 100% of the shares in LXCCoin Limited (UK), which consists of a total of 2,100,000 issued and outstanding shares. The Company also owns 1,499 out of 1,500 issued and outstanding shares of Prostaker Limited (Malta). The remaining 1 share in Prostaker Limited is owned by Reliance Management as the Malta authorized and designated secretary as required by applicable law and may be purchased at face value at any given time. The acquired Equity Securities of the Company, LXCCoin Limited and Prostaker Limited constitute all of the Acquired Interests, are issued and outstanding and have the Percentage Interests set forth in the Organizational Documents of the Company, as delivered to the Buyer pursuant to Section 3.01. Sellers are the owners (of record and beneficially) of all of the Acquired Interests, and have good and valid title to the Acquired Interests free and clear of all Encumbrances, including any restriction on the right of any Seller to transfer, sell or assign the Acquired Interests to Buyer pursuant to this Agreement. The assignments, endorsements, stock powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest in the Acquired Interests (of record and beneficially) owned by such Seller. Upon transfer to Buyer of the Acquired Interests and, if applicable, the certificates representing the Acquired Interests, Buyer will receive good and valid title to the Acquired Interests, free and clear of all Encumbrances, which Acquired Interests constitutes one hundred percent (100%) of the issued and outstanding equity interests in the Company . Schedule 3.03(a) lists Sellers and the capital contributions and percentage interests relating to the Acquired Interests held by each Seller.
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Capitalization of Company and Subsidiaries. (a) Sellers and the Preferred Holders constitute all of the members of the Company. The membership interests in the Company, and all rights of the members of the Company under the Organizational Documents of the Company, are represented by units of membership interest. The Organizational Documents of the Company provide that 1,058,810 Common Units and 98,340 Preferred Units of membership interest, constituting the Units, are issued and outstanding and constitute one hundred percent (100%) of the ownership interests in the Company. The Units are not represented by certificates. Sellers are the owners (of record and beneficially) of all of the Common Units, free and clear of all Encumbrances including any restriction on the right of any Seller to transfer the Common Units, and the membership interests and rights represented thereby, to Buyer pursuant to this Agreement. The Preferred Holders are the owners (of record and beneficially) of all of the Preferred Units, free and clear of all Encumbrances including any restriction on the right of any Preferred Holder to transfer the Preferred Units, and the membership interests and rights represented thereby, to the Company pursuant to the Preferred Units Assignment (defined below). The assignments, endorsements, membership powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest as a member of the Company, including such Seller’s entire interest in the Common Units and all rights under the Organizational Documents of the Company, (of record and beneficially) owned by such Seller. Upon execution and delivery of the Assignment of Membership Interest, Buyer will receive good title to the Common Units and the membership interests represented thereby, free and clear of all Encumbrances. Part 3.3(a) lists Sellers and Preferred Unit Holders and the number of Common Units and Preferred Units held by each, respectively, and the percentage of ownership of the Company held by each Seller and Preferred Holder.
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Capitalization of Company and Subsidiaries. (a) The authorized Equity Securities of the Company consist of units of membership interests, constituting the HOK Interests, issued and outstanding for the capital contributions, and having the Percentage Interests, set forth in the Organizational Documents of the Company, as delivered to the Buyer pursuant to Section 3.01. Sellers are the owners (of record and beneficially) of all of the HOK Interests, free and clear of all Encumbrances, including any restriction on the right of any Seller to transfer the HOK Interests to Buyer pursuant to this Agreement. The assignments, endorsements, stock powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest in the HOK Interests (of record and beneficially) owned by such Seller. Upon transfer to Buyer of the certificates representing the HOK Interests, Buyer will receive good title to 100% of the HOK Interests, free and clear of all Encumbrances. Schedule 3.03(a) lists Sellers and the capital contributions and percentage interests relating to the HOK Interests held by each Seller.
Sample 1

Related to Capitalization of Company and Subsidiaries

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • Capitalization of the Company and its Subsidiaries (a) The authorized stock of the Company consists of 25,800,000 shares of Preferred Stock, of which 25,000,000 are designated Series B Stock and 800,000 are designated Series A Stock, and 40,000,000 shares of Common Stock. As of February 20, 2007, 13,972,365 shares of Common Stock were issued and outstanding, 149,962 shares of Series A Stock were issued and outstanding and 4,500,000 shares of Series B Stock were outstanding. All such shares of Common Stock, Series A Stock and Series B Stock outstanding as of such date have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rights or other similar rights. The Company has no commitments to issue or deliver any shares of Common Stock, except that, as of February 20, 2007, a total of 1,090,265 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options, 702,680 shares of Common Stock were reserved for issuance pursuant to outstanding Company Common Warrants, 8,283,000 shares of Series B Stock were reserved for issuance pursuant to outstanding warrants to purchase Series B Stock, 22,077 shares of Common Stock were required for issuance upon conversion and in accordance with the terms of outstanding Debentures, 458,134 shares of Common Stock were reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock and 12,783,000 shares of Common Stock were reserved for issuance upon conversion of shares of Series B Stock (both outstanding and issuable upon exercise of warrants to purchase Series B Stock). All outstanding Company Options are governed by the terms and conditions of the Company’s 2003 Stock Plan and the standard form of stock option agreement used for such plans, respectively. All outstanding Company Common Warrants are governed by the terms and conditions of a warrant agreement, the form of which is included as an exhibit to a Company Report. Except as set forth in this paragraph, there are no authorized or outstanding debt or equity securities of the Company, and the Company has no obligations to authorize or issue additional debt or equity securities of the Company.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Capitalization of the Group Companies (a) Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Equity Award, (A) the date of grant, (B) any applicable exercise (or similar) price and (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions). All of the Equity Securities of the Company have been duly authorized and validly issued and all of the outstanding Company Shares are fully paid and non-assessable (meaning that the holders of the Company Shares will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Company Shares). The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or the Company Shareholders Agreement or any other Contract to which the Company is party or bound, (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person under the Governing Documents of the Company or any other Contract to which the Company is a party or bound or applicable Laws and (3) have been offered, sold and issued in compliance with Securities Laws. Except as set forth on Section 3.2(a) of the Company Disclosure Schedules and except for the Company Issuance Rights, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. The Company Equity Incentive Plans are the only equity incentive plans maintained by the Company and all outstanding option, restricted stock and similar awards have been granted under the Company Equity Incentive Plans.

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

  • Company Predecessor and Subsidiaries The Company makes each of the representations contained in Sections 5(a), (b), (c), (d), (e), (f), (h), (j), (k), (l), (o), (p), (r), (s) and (t) of this Agreement, as same relate or could be applicable to each Subsidiary. All representations made by or relating to the Company of a historical or prospective nature and all undertakings described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their predecessors and successors.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

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