Capitalization of Newco. The authorized capital stock of Newco currently consists of shares of Newco Common Stock, all of which are issued and outstanding and owned beneficially and of record by the Company. 2.2
Capitalization of Newco. (i) As of the date hereof, the authorized capital stock of Newco consists of 1,000 shares of Newco Common Stock.
Capitalization of Newco. The authorized capital stock of ----------------------- Newco consists of 20,000,000 shares of Newco Common Stock, no shares of which are issued and outstanding, and 1,000,000 shares of preferred stock, $0.01 par value, no shares of which are issued and outstanding. Except as set forth in Section 7.3 of the Disclosure Schedule, there are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating Newco to issue any additional shares of its capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock. As of the Closing after giving effect to the capital stock issuances set forth in Sections 1.2(b) and 2.3, Newco will have 10,000,000 shares of Newco Common Stock issued and outstanding, all of which will be validly issued, fully-paid, non-assessable and free and clear of any Liens (other than those arising by virtue of the Stockholders Agreement).
Capitalization of Newco. On the Closing Date, immediately following the transactions described in Section 2.2 and immediately prior to the transaction described in Section 2.4, WFSG shall cause WFSG Sub to (a) contribute to Newco $102,000,000 in cash and (b) issue to Newco the WFSG Sub Note, and Xxxxxxxx shall guaranty WFSG Sub’s obligations to Newco under the WFSG Sub Note by executing and delivering the note guaranty agreement, attached hereto as Exhibit M (the “Note Guaranty Agreement”).
Capitalization of Newco. (a) The parties will seek to capitalize Newco as described in Schedule B attached hereto. Amerigon's capital contribution to Newco shall ---------- consist of (1) the license to Newco of its electric vehicle ("EV") technology on an exclusive basis for the manufacture, distribution, sale and servicing of the Products in the Territory, (2) the contribution in-kind of certain tangible assets (electric vehicles and manufacturing kits as set forth on Schedule A), ---------- and (3) those other assets described in Schedule A attached hereto. Maini's ---------- capital contribution will consist of (1) the homologation certification of the earlier version of the XXXX and any other exemptions/concessions including sales tax and road tax exemptions/concessions, (2) market research and studies for the XXXX, (3) supplier information and test results and (4) cash and in-kind capital contribution as described in Schedule A attached hereto and shall be made at the ---------- times and in the manner specified in Schedule A hereto. CM, Xxx Xxxxxxxxxx and ---------- Xxxxx Xxxx will each receive equity as set forth on Schedule B in the form of a ---------- restricted stock grant for services rendered in the past and future. Such restricted stock will be non-transferable until vested. 30% of such stock for each will vest immediately and the remainder will vest in equal monthly amounts over a three year period from the formation of Newco or earlier upon such person completing providing services to Newco as specified in the Schedule A. Failure to provide ---------- services as contemplated by the Operating Plan will result in a forfeiture of the restricted stock grant. In addition, US$2.67 million is intended to be raised from Investors. A portion of the equity (4.5%) will be reserved for future issuance for purposes including a stock option plan (which may not exceed 2% of the total capital), raising additional capital, and issuance to employees in exchange for salary reductions (for such purpose, at a price of 50% of the then fair market value of the equity). Except as set forth in the preceding sentence, all future non-cash contributions shall be valued at fair market value or other mutually agreeable valuation method.
Capitalization of Newco. The authorized capital stock of Newco consists of: 113,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of Series A voting common stock, par value $0.01 per share; (ii) 3,500,000 shares of Series B non-voting common stock, par value $0.01 per share); and (iii) 9,500,000 shares of blank check preferred stock, par value $25.00. As of the date of this Agreement, (x) 100 shares of Series A voting common stock were issued and outstanding, and (y) no shares were issued and held by Newco in its treasury. All of the outstanding shares of capital stock of Newco are, and all shares of capital stock of Newco which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive or similar rights (and were not issued in violation of any preemptive or similar rights). As of the date of this Agreement, except as set forth in this Section 5.02 or as contemplated by the other Transaction Documents, (i) there are no other equity securities of Newco or any of its Subsidiaries issued or authorized and reserved for issuance, (ii) there are no outstanding options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating Newco or any of its Subsidiaries to issue, transfer or sell any equity interest of Newco or such Subsidiary or any securities convertible into or exchangeable for such equity interests, or any commitment to authorize, issue or sell any such equity securities, except pursuant to this Agreement, and (iii) there are no contractual obligations of Newco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interest in Newco or any of its Subsidiaries or any such securities or agreements listed in clause (ii) of this sentence. Neither Newco nor any of its Subsidiaries has outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with Newco’s stockholders on any matter. There are no voting trusts or other agreements or understandings to which Newco or any of its Subsidiaries is a party with respect to the voting or registration of capital stock or other equity interest of Newco or any of its Subsidiaries. No Subsidiary of Newco owns any capital st...
Capitalization of Newco. The Xxxxxx Group shall contribute ----------------------- thirty-two thousand dollars ($32,000), the Barotz Group shall contribute eight thousand dollars ($8,000) and the Xxxxx-Xxxx Group shall contribute eight thousand dollars ($8,000) to capitalize NewCo. In the event that Xxxxxx determines that NewCo requires additional capital to effect the purpose of this Agreement, then Xxxxxx shall notify each Control Group of its pro rata share of the additional capital requirement, and each Control Group shall have five (5) business day to contribute such additional capital; provided, that no Control Group shall be -------- obligated to contribute its pro rata share of additional capital unless the Xxxxxx Group contributes its pro rata share of the additional capital. In the event that either the Barotz Group or the Xxxxx-Xxxx Group fails to make a contribution required hereunder, the Xxxxxx Group may, at its option, contribute such amount on behalf of such other Control Group(s), and such contribution shall be deemed a loan from the Xxxxxx Group to such other Control Group(s), payable on demand, with interest at a rate of 18% per annum.
Capitalization of Newco. The Articles of incorporation of NEWCO shall provide for authorized capital consisting of (i) a class of voting common shares (all of the issued and outstanding shares of which shall initially be held by VESTCOM) and (ii) a class of non-voting preferred shares (the "DIVIDEND ACCESS SHARES") having the rights, privileges, restrictions and conditions set forth in Annex IV (the "DIVIDEND ACCESS SHARE PROVISIONS"), each share of which shall (A) entitle the holder thereof to dividend rights equal to the per share dividend rights of VESTCOM Stock, (B) subject to the Liquidation Call Right, entitle the holder on liquidation of NEWCO to receive in exchange for each Dividend Access Share one (1) share of VESTCOM Stock as provided in Section 2.7.1.1, (C) subject to the Retraction Call Right, entitle the holder, at his election at any time and from time to time for a period commencing on the Consummation Date and ending on the fifth (5th) anniversary of the Consummation Date, upon thirty (30) days' written notice given by such holder to NEWCO, to require NEWCO to redeem any or all Dividend Access Shares and to exchange the same, on a share for share basis, for shares of VESTCOM Stock (the "RIGHT OF RETRACTION") and (D) subject to the Redemption Call Right, entitle NEWCO to redeem on the "AUTOMATIC REDEMPTION DATE", as defined in the Dividend Access Share Provisions, the outstanding Dividend Access Shares. The board of directors of NEWCO shall consist of the persons listed on Schedule 2.6.
Capitalization of Newco. 2. The authorized capital stock of Newco-2 consists of 100 shares of common stock, $.01 par value per share, of which 100 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable, all of which are owned of record and beneficially by Newco-1. No shares of capital stock of Newco-2 have been reserved for any purpose. There are no outstanding securities convertible into or exchangeable for the capital stock of Newco-2 and no outstanding options, rights (preemptive or otherwise), or warrants to purchase or to subscribe for any shares of such stock or other securities of Newco-2. There are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of any of the securities of Newco-2.
Capitalization of Newco. The total number of Membership Interests that NewCo shall have the authority to issue is unlimited. NewCo may issue Common Membership Interests (the “Common Membership Interests”) and Preferred Membership Interests (together with the Common Membership Interests, the “NewCo Membership Interests”). After giving effect to the Closing, (A) 1,400,000 Common Membership Interests will be issued and outstanding, (B) 300,000 Preferred Membership Interests will be issued and outstanding and (C) 300,000 Common Membership Interests will be reserved and available for issuance in connection with conversion of the Preferred Membership Interests to Common Membership Interests. Except as set forth in the previous sentence, as of the Closing Date, no membership interests or other voting securities of or equity interests in NewCo will be issued, reserved for issuance or outstanding and no securities of NewCo or any of its Subsidiaries convertible into or exchangeable or exercisable for membership interests or other voting securities of or equity interests in NewCo will be issued or outstanding. All outstanding NewCo Membership Interests are duly authorized, validly issued, fully paid and nonassessable. As of the Closing Date, the Preferred Membership Interests and Common Membership Interests have the terms and conditions and entitle the holders thereof to the rights set forth in the LLC Agreement and will be free and clear of all Liens. There are no bonds, debentures, notes or other indebtedness of NewCo having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Common Membership Interests may vote (“Voting NewCo Debt”). Except for any obligations pursuant to this Agreement, or as otherwise set forth above in this Section 2.01(b)(ii), there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which NewCo or any of its Subsidiaries is a party or by which NewCo is bound (A) obligating NewCo or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional membership interests or other voting securities of or equity interests in, or any security convertible or exchangeable for any membership interests or other voting securities of or equity interests in, NewCo or any Voting NewCo Debt, (B) obligating NewCo or any of its Subsidiaries to issue, grant or enter into any ...
