Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capi...
Capitalization; Ownership. As of the Effective Date, CM will own the Call Shares. Upon delivery of and payment for the Call Shares at the Call Closing as provided herein, the Investor shall acquire good title to the Call Shares delivered by CM, free and clear of all Liens other than Permitted Liens. As of the date hereof, CM is not a party to, and has no knowledge of, any voting trust, proxy or any other agreement or understanding with respect to the Call Shares other than as created by the Transaction Agreements.
Capitalization; Ownership. (a) The authorized capital stock of the Company consists of 1,200 shares, of which 459.3846 shares of Common Stock are issued and outstanding.
Capitalization; Ownership. (a) The statements in the Preamble regarding the ownership in the shares of the Group Companies are true and correct. As of Closing, VIA will be the sole shareholder of VIA GmbH.
Capitalization; Ownership. (a) Seller indirectly owns 100% of the outstanding equity interests of each Selling Subsidiary. The Selling Subsidiaries are the sole owners, beneficially and of record, of 100% of the outstanding Holdings LLC Interests free and clear of any Lien and will transfer and deliver to Buyer at the Closing good and valid title to the Holdings LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Holdings LLC is the sole owner, beneficially and of record, of (i) 100% of the outstanding Gas Services GP LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities), (ii) 5,696,752 Common Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities) and (iii) 11,513,625 Subordinated Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Gas Services GP is the sole owner, beneficially and of record, of (x) 469,944 General Partner Units, which constitute 100% of the outstanding General Partner Units and (y) 100% of the outstanding Incentive Distribution Rights, in each case, free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). As of the date of this Agreement, there were 16,988,429 Common Units outstanding, 11,513,625 Subordinated Units outstanding, 469,944 General Partner Units outstanding and 547,772 Phantom Units outstanding under KGS’ Second Amended and Restated 2007 Equity Plan (the “2007 Equity Plan”), of which 516,263 represent the right to receive 516,263 Common Units upon vesting of such Phantom Units and 31,509 represent the right to receive a cash payment equal to the Fair Market Value (as defined under the 2007 Equity Plan) ...
Capitalization; Ownership. (a) The authorized capital ------------------------- stock of the Company consists of (x) 1,066,667 shares of Preferred Stock, of which 1,033,333 shares are issued and outstanding and each share of which is convertible into one share of Common Stock and (y) 2,162,667 shares of Common Stock, of which (i) 400,033 shares are issued and outstanding, (ii) 672,572 shares are reserved for issuance pursuant to outstanding Company Options issued pursuant to the Company's 1995 Stock Plan (the "Company Stock Plan"), (iii) ------------------ 44,228 shares are reserved for issuance upon the granting of additional options pursuant to the Company Stock Plan and (iv) no shares are reserved for issuance pursuant to the Convertible Notes.
Capitalization; Ownership. (a) The authorized capital stock of the Company consists of 100,000 shares of Company Common Stock, of which 1,000 shares are issued and outstanding (the "Company Shares"). The Company Shares are all of the issued and outstanding shares of capital stock of the Company and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. There are not, as of the date hereof, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character (any of the foregoing, a "Commitment") obligating the Company to issue any additional shares of capital stock of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholders own the respective number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all Liens (as defined in Section 10.16). Each of the Company Stockholders has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens.
Capitalization; Ownership. (a) Neither the Seller nor any of its Affiliates is a party, or is otherwise subject, to any voting trust or other voting agreement or proxy with respect to the Shares or, other than this Agreement, to any agreement (written or oral) relating to the issuance, sale, redemption, transfer, acquisition or other disposition of the Shares or the grant of any rights (contingent, relating to gains or losses or otherwise) with respect to the Shares.
Capitalization; Ownership. The authorized share capital of Interactive consists of 50,000 shares of common stock and 50,000 shares of preferred stock, of which 4,000 shares of common stock and 6,000 shares of preferred stock are issued and outstanding. The authorized share capital of Innovis consists of 2,000,000 shares of common stock (voting) and 2,000,000 shares of common stock (non-voting), of which 1000 shares of common stock (voting) are issued and outstanding. The Shares are held, beneficially and of record, directly or indirectly, by Shareholder. The Shares outstanding on the date hereof are duly authorized and validly issued, fully paid and non-assessable, and free and clear of any Liens and were not issued in violation of, or subject to, any preemptive rights applicable to any Company or any Contract or Law applicable to any Company. There are no bonds, debentures, notes or other Indebtedness of any type whatsoever of any Company that are convertible into, exchangeable or exercisable for Shares or other capital stock of any Company or that have the right to vote (or are convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which Shareholder, directly or indirectly, may vote. Except for the Shares, there are no (i) outstanding shares, options, convertible securities, warrants, calls, demands, purchase rights, subscription rights, conversion rights, exchange rights, or other similar Contracts, commitments, arrangements or understandings relating to the issuance by any Company of any securities of such Company, (ii) outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Company, (iii) voting trusts, proxies, or other agreements or understandings with respect to the voting of any Shares or any other securities of any Company, and neither Company is obligated, pursuant to any securities, options, warrants, calls, demands, Contracts contingently or otherwise, to issue, deliver, sell, purchase or redeem any share capital of such Company, any other securities of such Company or any interest in such Company to or from any Person or to issue, deliver, sell, purchase or redeem any stock appreciation rights or other Contracts of such Company relating to any share capital or other securities of either Company to or from any Person or (iv) instruments representing Indebtedness of either Company that entitles the holder thereof to vote such Indebtedness at a meeting of such Company'...
Capitalization; Ownership. (a) The authorized capital stock of the Company consists of (i) 37,000,000 shares of Company Common Stock of which 25,000,000 are class C-l Common Stock and 12,000,000 are Class C-2 Common Stock and (ii) 7,000,000 shares of preferred stock, par value $0.0001 per share of the Company the “Company Preferred Stock”. As of the date of this Agreement, (i) 8,937,235 shares of Class C-l Common Stock and 956,077 shares of Class C-2 Common Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to, or issued in violation of, any preemptive rights and (ii) no shares of Company Preferred Stock were issued or outstanding and (iii) 822,500 shares of Common Stock are held in treasury by the Company. A true, complete and accurate list of the holders of the capital stock of the Company and the number and classes of shares so held is set forth in Section 3.3(a) of the Company Disclosure Letter and except as listed in Section 3.3(a) of the Company Disclosure Letter, the Company has no other authorized, issued or outstanding shares of capital stock. Except as listed in Section 3.3(a) and (d) of the Company Disclosure Letter, there are no existing options, rights, subscriptions, warrants, unsatisfied preemptive rights, calls or commitments of any character relating to (c) the authorized and unissued capital stock or treasury stock of the Company or (d) any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from the Company any shares of capital stock of the Company. Except as set forth in Section 3.3(a) of the Company Disclosure Letter, there are no outstanding agreements to which the Company is a party respecting the voting, transferring or holding of shares of the Company’s capital stock.
