Capitalization of Xxxx Sample Clauses

Capitalization of Xxxx. The authorized equity securities of Xxxx consists of 1,000 shares of common stock, of which 100 shares are issued and outstanding. No other shares of capital stock of Xxxx are issued and outstanding. All of the issued and outstanding shares have been duly and validly issued in accordance and compliance with all applicable laws, rules and regulations and are fully paid and nonassessable. There are no options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character granted or issued by Xxxx which provide for the purchase, issuance or transfer of any shares of the capital stock of Xxxx nor are there any outstanding securities granted or issued by Xxxx that are convertible into any shares of the equity securities of Xxxx, and none is authorized. Xxxx is not obligated or committed to purchase, redeem or otherwise acquire any of its equity. All presently exercisable voting rights in Xxxx are vested exclusively in its outstanding shares of common stock, each share of which is entitled to one vote on every matter to come before it's Shareholder, and other than as may be contemplated by this Agreement, there are no voting trusts or other voting arrangements with respect to any of Xxxx'x equity securities.
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Capitalization of Xxxx. (a) The authorized capital stock of XXXX consists of: (i) Two Billion (2,000,000,000) XXXX Common Shares, par value $0.001 per share, of which, as of December 13, 2013, a total 93,025,000 XXXX Shares were issued and outstanding; and (ii) Ten Million (10,000,000) XXXX Preferred Shares, par value $0.001 per share, of which, as of December 13, 2013, no XXXX Preferred Shares have been issued. At or prior to the Effective Time the total issued and outstanding shares of XXXX will be approximately 93,026,000 (pursuant to Section 1.7(a) the issuance of 1,000 shares to AFFLUENT). The authorized capital stock of CAPSTONE SUBCO consists of One Million (1,000,000) shares of common stock ("CAPSTONE SUBCO Shares"), of which, at the Effective Time, One thousand (10,000) shares will be issued and outstanding. All of the outstanding XXXX Shares and CAPSTONE SUBCO Shares have been or at the Effective Time will be duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of XXXX or CAPSTONE SUBCO, (ii) securities of XXXX convertible into or exchangeable for shares of capital stock or voting securities of XXXX or CAPSTONE SUBCO, (iii) options or other rights to acquire from XXXX or CAPSTONE SUBCO and, except as described in the XXXX SEC Reports (as defined below), no obligations of XXXX or CAPSTONE SUBCO to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of XXXX or CAPSTONE SUBCO, and (iv) equity equivalents, interests in the ownership or earnings of XXXX or CAPSTONE SUBCO or other similar rights (collectively, “XXXX Securities”). As of the date hereof, except as set forth on Section 2.2(a) of the XXXX Disclosure Schedule there are no outstanding obligations of XXXX or its subsidiaries to repurchase, redeem or otherwise acquire any XXXX Securities or stockholder agreements, voting trusts or other agreements or understandings to which XXXX is a party or by which it is bound relating to the voting or registration of any shares of capital stock of XXXX. For purposes of this Agreement, ‘‘Lien” means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.
Sample 1
Capitalization of Xxxx. The XXXX Equity constitutes (i) fifty percent (50%) of the total issued, outstanding and registered capital of XXXX, and (ii) the entire rights and interests in AFC owned or controlled by AFC. AFC owns, beneficially and of record, all right, title and interest in and to the XXXX Equity free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts or other arrangements, restrictions or limitations of any kind.
Sample 1
Capitalization of Xxxx. The authorized capital stock of XXXX consists of 100,000 shares of common stock, of which 1,000 shares are duly and validly issued and outstanding and constitute the Shares. Shareholders are and will be on the Closing Date the record and beneficial owners of the Shares, free and clear of all encumbrances and restrictions. Each Shareholder owns the number of Shares set forth opposite his or her name on Schedule 4(c) hereto. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no contracts or commitments of any kind relating to the sale, issuance, purchase, or transfer of any stock or other securities of XXXX, including options and warrants, other than this Agreement and shareholder agreements between XXXX and Shareholders.
Sample 1

Related to Capitalization of Xxxx

  • 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.

  • Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) 200,000,000 shares of Company Common Stock, of which 48,268,495 shares had been issued and were outstanding as of the close of business on July 29, 2013; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Capitalization of the Company The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, par value $.001 per share, of which 10,000,000 shares will be outstanding at Closing, and 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that have not been duly waived or satisfied; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Adjustments Upon Changes in Capitalization In the event of any change in the number of issued and outstanding shares of Company Common Stock by reason of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), combination, reorganization, recapitalization or other like change, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged.

  • Recapitalization, Exchanges, Etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Purchased Units, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.

  • ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC (a) In the event of any change in Issuer Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, combination, exchange of shares or similar transaction, the type and number of shares or securities subject to the Option and the Purchase Price therefor shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction so that Holder shall receive, upon exercise of the Option, the number and class of shares or other securities or property that Holder would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable. If any additional shares of Issuer Common Stock are issued after the date of this Agreement (other than pursuant to an event described in the first sentence of this Section 7(a)), the number of shares of Issuer Common Stock subject to the Option shall be adjusted so that, after such issuance, it, when added to the number of shares of Issuer Common Stock previously issued pursuant hereto, equals 19.9% of the number of shares of Issuer Common Stock then issued and outstanding, without giving effect to any shares subject to or issued pursuant to the Option.

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