Capitalization of Holdings and HDA Sample Clauses

Capitalization of Holdings and HDA. The authorized capital stock ---------------------------------- of Holdings consists of 250,000 shares of Common Stock and 850,000 shares of Series A Preferred Stock. As of the date hereof, _______ shares of Common Stock and _______ shares of Series A Preferred Stock, respectively, are outstanding, all of which shares have been duly authorized, validly issued and are fully paid and nonassessable. There are no preemptive rights on the part of any holder of any class of securities of Holdings. Holdings owns all of the outstanding capital stock of HDA, and Holdings does not own any capital stock of, or other securities evidencing an equity interest in, any other corporation, partnership or other entity. There are no preemptive rights on the part of any holder of any class of securities of HDA. As of the date hereof, there are no outstanding options or warrants obligating Holdings or HDA to issue, sell or otherwise cause to be outstanding any shares of its capital stock of any class or any securities convertible into or exchangeable for any such shares.
Sample 1
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Capitalization of Holdings and HDA. The authorized capital ---------------------------------- stock of Holdings consists of 250,000 shares of Common Stock and 850,000 shares of Series A Preferred Stock. Following the consummation of the transactions contemplated by this Agreement, 101,667 shares of Common Stock and 414,798.316 shares of Series A Preferred Stock, respectively, are outstanding, all of which shares have been duly authorized, validly issued and are fully paid and non- assessable. There are no preemptive rights on the part of any holder of any class of securities of Holdings. After the consummation of the recapitalization of Holdings, it will own all of the outstanding capital stock of HDA. The authorized capital stock of HDA consists of 250,000 shares of Common Stock, 40,000 shares of Series A Preferred Stock and 810,000 shares of Series B Preferred Stock. As of the date of this Agreement 94,229 shares of Common Stock, no shares of Series A Preferred Stock and 382,372.711 shares of Series B Preferred Stock, respectively, are outstanding, all of which shares have been duly authorized, validly issued and are fully paid and non-assessable. There are no preemptive rights on the part of any holder of any class of securities of HDA.
Sample 1
Capitalization of Holdings and HDA. The authorized capital ---------------------------------- stock of Holdings consists of 250,000 shares of Common Stock and 850,000 shares of Series A Preferred Stock. Following the consummation of the transactions contemplated by this Agreement, 106,245 shares of Common Stock and 434,752.534 shares of Series A Preferred Stock, respectively, are outstanding, all of which shares have been duly authorized, validly issued and are fully paid and non- assessable. There are no preemptive rights on the part of any holder of any class of securities of Holdings. Holdings owns all of the outstanding capital stock of HDA. The authorized capital stock of HDA consists of 250,000 shares of Common Stock, 40,000 shares of Series A Preferred Stock and 810,000 shares of Series B Preferred Stock. As of the date of this Agreement, 94,229 shares of Common Stock, no shares of Series A Preferred Stock and 382,372.711 shares of Series B Preferred Stock, respectively, are outstanding, all of which shares have been duly authorized, validly issued and are fully paid and non-assessable. There are no preemptive rights on the part of any holder of any class of securities of HDA.
Sample 1
Capitalization of Holdings and HDA. The authorized capital stock ---------------------------------- of Holdings consists of 250,000 shares of Common Stock and 850,000 shares of Series A Preferred Stock. As of the date hereof, 106,245 shares of Common Stock and 434,752.534 shares of Series A Preferred Stock, respectively, are outstanding, all of which shares have been duly authorized, validly issued and are fully paid and nonassessable. There are no preemptive rights on the part of any holder of any class of securities of Holdings. Holdings owns all of the outstanding capital stock of HDA, and Holdings does not own any capital stock of, or other securities evidencing an equity interest in, any other corporation, partnership or other entity. There are no preemptive rights on the part of any holder of any class of securities of HDA.
Sample 1

Related to Capitalization of Holdings and HDA

  • 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 Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chasx Xxxxxx Xxxreholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Limitation on Activities of Holdings In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document:

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Limitation on Designation of Unrestricted Subsidiaries (a) The Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Disclosure of Holding The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority.

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

  • Permitted Activities of Holdings Holdings shall not:

  • 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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