Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 Company Ordinary Shares, of which 2,237,104 Company Ordinary Shares are outstanding or issuable upon the exercisable of Company Options exercisable as of the date hereof. The outstanding shares of capital stock or other equity interests of the Company (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) are free and clear of all Liens (other than Permitted Liens) and (iii) are not subject to any other limitation or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) or preemptive or similar rights. (b) Other than as set forth in this Section 7.06 or in Section 7.06 of the Company Disclosure Letter or contemplated in this Agreement, there are (i) no subscriptions, calls, obligations, options, warrants, rights (including preemptive rights), puts, commitments or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, sell, or otherwise transfer, any equity securities in, or other securities convertible into or exchangeable or exercisable for Company Ordinary Shares or, or other equity interests in, the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s shareholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests of the Company issued and outstanding.
Appears in 1 contract
Sources: Business Combination Agreement (Thunder Bridge Capital Partners IV, Inc.)
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 Company Ordinary Shares(i) 45,000,000 shares of Common Stock, $.0001 par value, of which 2,237,104 Company Ordinary Shares 21,716,765 shares of Common Stock are outstanding or issuable upon the exercisable of Company Options exercisable as of the date hereof. The outstanding shares of capital stock or other equity interests of the Company (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) 5,000,000 shares of Preferred Stock, $.01 par value, of which no shares are free outstanding. All outstanding shares were issued in compliance with all applicable Federal and clear of all Liens (other than Permitted Liens) state securities laws, and (iii) are not subject to any other limitation or restrictions (including any restriction on the right to vote, sell or otherwise dispose issuance of such ownership interests) shares was duly authorized. Except as contemplated by this Agreement or preemptive or similar rights.
(b) Other than as set forth in this Section 7.06 or in Section 7.06 of the Company Disclosure Letter or contemplated in this AgreementLetter, there are (i) no outstanding subscriptions, calls, obligationswarrants, options, warrants, rights (including preemptive rights), puts, commitments or arrangements to acquire from the Company, conversion privileges or other obligations rights or commitments agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company to issue(or shares reserved for such purpose), sell, or otherwise transfer, any equity securities in, or other securities convertible into or exchangeable or exercisable for Company Ordinary Shares or, or other equity interests in, (ii) no preemptive rights contained in the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), By-Laws of the Company or any other Contracts contracts to which the Company is a party or by which rights of first refusal with respect to the issuance of additional shares of capital stock of the Company (other than as set forth in the Investor Rights Agreement, including without limitation the Securities and the Underlying Shares, and (iii) no commitments or any understandings (oral or written) of its assets or properties are bound obligating the Company to issue any shares, warrants, options or sell any other rights. Except as set forth in the Company Disclosure Letter, none of the shares of capital stock ofCommon Stock are subject to any stockholders’ agreement, other equity interests voting trust agreement or similar arrangement or understanding. Except as set forth in or debt securities ofthe Company Disclosure Letter, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) has no outstanding bonds, debentures, notes or other indebtedness obligations the holders of the Company having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matter for which with the Company’s shareholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests stockholders of the Company on any matter. With respect to each Subsidiary, (i) all the issued and outstandingoutstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) except as disclosed in the Company Disclosure Letter, there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Except as disclosed in the Company Disclosure Letter, the Company owns 100% of the outstanding equity of each Subsidiary.
Appears in 1 contract
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 Company Ordinary Shares, of which 2,237,104 Company Ordinary Shares are outstanding or issuable upon the exercisable of Company Options exercisable Schedule 4.06(a) sets forth a true and complete statement as of the date hereof. The outstanding shares of capital stock this Agreement of (i) the number and class or other equity interests series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (iii) the identity of the Persons that are the record and beneficial owners thereof and (iii) with respect to each Company Equity Award, (A) the date of grant, (B) any applicable vesting commencement date, (C) any applicable exercise (or similar) price, (D) the expiration date, (E) the vested and unvested portions thereof as of the date of this Agreement and (F) any applicable vesting schedule (including acceleration provisions). All of the Equity Securities of the Company have been duly authorized and validly issued and issued. All of the outstanding Company Shares are fully paid and nonassessablenon-assessable and there is no other capital stock of the Company outstanding. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or the Company Stockholders Agreements or any other Contract to which the Company is party or bound, (ii2) were not issued in violation or without a waiver of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. Except as set forth on Schedule 4.06(a), 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. All Company Options and Company Restricted Stock Units were granted in compliance with the Company Equity Plans and applicable Laws, and the exercise price per share of Company Common Stock underlying each Company Option was equal to or greater than the fair market value of such Company Common Shares underlying such Company Option as of the grant date.
(b) The Equity Securities of the Company are free and clear of all Liens (other than Permitted Liens) and (iii) are not subject to any other limitation transfer restrictions under applicable Securities Law or restrictions (including any restriction on under the right to vote, sell or otherwise dispose of such ownership interests) or preemptive or similar rights.
(b) Other than Company Stockholders Agreements). Except as set forth in this Section 7.06 or in Section 7.06 of on Schedule 4.06(b) and except for the Company Disclosure Letter or contemplated in this AgreementStockholders Agreements, there are (i) no subscriptionsvoting trusts, calls, obligations, options, warrants, rights (including preemptive rights), puts, commitments proxies or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, sell, or otherwise transfer, any equity securities in, or other securities convertible into or exchangeable or exercisable for Company Ordinary Shares or, or other equity interests in, the Company, or any other Contracts to which the Company is a party with respect to the voting or by which transfer of the Company’s Equity Securities.
(c) Except as set forth on Schedule 4.06(c), none of the Company or nor any of its assets Subsidiaries owns or properties are bound obligating holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Company to issue nor any of its Subsidiaries are a partner or sell member of any shares partnership, limited liability company or joint venture.
(d) Schedule 4.06(d) sets forth a list of capital stock of, other equity interests in or debt securities of, all Indebtedness for borrowed money of the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) Company and its Subsidiaries as of the date hereofof this Agreement, (A) no including the principal amount of such Indebtedness, the outstanding contractual obligations balance as of the date of this Agreement, and the debtor and the creditor thereof. Following the consummation of the Transactions (including and assuming the payment of the Payoff Amounts to the applicable payee(s) set forth in the Payoff Letters), at the Closing, the Company and its Subsidiaries will not have any outstanding Indebtedness for borrowed money other than (x) in respect of the principal amounts and the applicable payee(s) set forth on Schedule 4.06(d) and (y) any Indebtedness pursuant to repurchase, redeem the FP Financing or otherwise acquire any securities or equity interests Alternative Financing and the Senior Secured Note Debt Rollover.
(e) Schedule 4.06(e) sets forth a list of all Change of Control Payments of the Company and (B) no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s shareholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests of the Company issued and outstandingits Subsidiaries.
Appears in 1 contract
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 Company Ordinary Shares(i) 45,000,000 shares of Common Stock, $.0001 par value, of which 2,237,104 Company Ordinary Shares 21,716,765 shares of Common Stock are outstanding or issuable upon the exercisable of Company Options exercisable as of the date hereof. The outstanding shares of capital stock or other equity interests of the Company (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) 5,000,000 shares of Preferred Stock, $.01 par value, of which no shares are free outstanding. All outstanding shares were issued in compliance with all applicable Federal and clear of all Liens (other than Permitted Liens) state securities laws, and (iii) are not subject to any other limitation or restrictions (including any restriction on the right to vote, sell or otherwise dispose issuance of such ownership interests) shares was duly authorized. Except as contemplated by this Agreement or preemptive or similar rights.
(b) Other than as set forth in this Section 7.06 or in Section 7.06 of the Company Disclosure Letter or contemplated in this AgreementLetter, there are (i) no outstanding subscriptions, calls, obligationswarrants, options, warrants, rights (including preemptive rights), puts, commitments or arrangements to acquire from the Company, conversion privileges or other obligations rights or commitments agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company to issue(or shares reserved for such purpose), sell, or otherwise transfer, any equity securities in, or other securities convertible into or exchangeable or exercisable for Company Ordinary Shares or, or other equity interests in, (ii) no preemptive rights contained in the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), By-Laws of the Company or any other Contracts contracts to which the Company is a party or by which rights of first refusal with respect to the issuance of additional shares of capital stock of the Company (other than as set forth in the Investor Rights Agreement, including without limitation the Securities and the Underlying Shares, and (iii) no commitments or any understandings (oral or written) of its assets or properties are bound obligating the Company to issue any shares, warrants, options or sell any other rights. Except as set forth in the Company Disclosure Letter, none of the shares of capital stock ofCommon Stock are subject to any stockholders' agreement, other equity interests voting trust agreement or similar arrangement or understanding. Except as set forth in or debt securities ofthe Company Disclosure Letter, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) has no outstanding bonds, debentures, notes or other indebtedness obligations the holders of the Company having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matter for which with the Company’s shareholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests stockholders of the Company on any matter. With respect to each Subsidiary, (i) all the issued and outstandingoutstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) except as disclosed in the Company Disclosure Letter, there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations. Except as disclosed in the Company Disclosure Letter, the Company owns 100% of the outstanding equity of each Subsidiary.
Appears in 1 contract
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (1) 200,000,000 shares of Company Ordinary SharesCommon Stock, of which 2,237,104 Company Ordinary Shares 1,000 shares are outstanding or issuable upon outstanding, all of which are held by Monex as the exercisable sole shareholder of the Company, and (2) 25,000,000 shares of Company Options exercisable as Preferred Stock, none of the date hereofwhich are outstanding. The outstanding shares of capital stock or other equity interests Equity Securities of the Company (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) are free and clear of all Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of the Company, and Permitted Liens) and (iii) are not subject to any other limitation or restrictions restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) or preemptive or similar rights.
(b) Other than as set forth in this Section 7.06 6.06 or in Section 7.06 6.06 of the Company Disclosure Letter or contemplated in this Agreement, there are (i) no subscriptions, puts, calls, obligations, options, warrants, warrants or other rights (including preemptive rights), puts, commitments or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, sell, sell or otherwise transfer, any equity securities Equity Securities in, or other securities convertible into or exchangeable or exercisable for Company Ordinary Shares orStock, or other equity interests in, the Company, or any other (ii) no Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares Equity Securities of capital stock of, other equity interests in or debt securities of, the Company, (iiiii) no equity equivalentsrestricted shares, stock appreciation rights, phantom equity equivalents, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests or similar rights in the Company, (iiiiv) as of the date hereof, (A) no outstanding contractual obligations or commitments of the Company to repurchase, redeem or otherwise acquire any securities or equity interests Equity Securities of the Company or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person (other than any Subsidiary of the Company), and (B) no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s shareholders stockholders may vote, (iv) no shareholders equityholder agreements, voting agreements, voting trusts, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock stock, incentive equity, phantom equity or other equity interests Equity Securities of the Company issued and outstanding.
Appears in 1 contract
Sources: Merger Agreement (Quantum FinTech Acquisition Corp)
Current Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists consisted of 200,000,000 Company Ordinary Shares(i) 50,000,000 shares of Common Stock, $.01 par value, of which 2,237,104 Company Ordinary Shares 21,149,299 shares of Common Stock are outstanding or issuable upon the exercisable and (ii) 4,000 shares of Company Options exercisable as Preferred Stock, $.01 par value, of the date hereofwhich no shares are outstanding. The All outstanding shares of capital stock of the Company were issued in compliance with all applicable Federal and state securities laws, and the issuance of such shares was duly authorized by all necessary corporate action on the part of the Company. Except as contemplated by this Agreement or as set forth in Section 2.2(a) of the Company Disclosure Letter, there are (A) no outstanding subscriptions, warrants, options, conversion privileges or other equity interests rights or agreements obligating the Company to purchase or otherwise acquire or issue any shares of capital stock of the Company (i) have been duly authorized and validly issued and are fully paid and nonassessableor shares reserved for such purpose), (iiB) are free and clear no preemptive rights contained in the Company’s Certificate of all Liens Incorporation, as amended (other than Permitted Liens) and (iii) are not subject to any other limitation or restrictions (including any restriction on the right to vote“Certificate of Incorporation”), sell or otherwise dispose of such ownership interests) or preemptive or similar rights.
(b) Other than as set forth in this Section 7.06 or in Section 7.06 the By-laws of the Company Disclosure Letter or contemplated in this Agreement, there are (i) no subscriptions, calls, obligations, options, warrants, rights (including preemptive rights), puts, commitments or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, sell, or otherwise transfer, any equity securities in, or other securities convertible into or exchangeable or exercisable for Company Ordinary Shares or, or other equity interests in, the Company, or any other Contracts contracts to which the Company is a party or by which rights of first refusal with respect to the issuance of additional shares of capital stock of the Company (other than as set forth in the Investor Rights Agreement), including without limitation the Securities and the Underlying Securities, and (C) no commitments or any understandings (oral or written) of its assets or properties are bound obligating the Company to issue any shares, warrants, options or sell other rights to acquire any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company other than with respect to repurchaseexisting antidilution rights of existing investors, redeem or otherwise acquire any securities or equity interests the effect of which is accurately set forth in the Company Disclosure Letter. To the Company’s Knowledge, except as set forth in Section 2.2(a) of the Company and (BDisclosure Letter, none of the shares of Common Stock are subject to any stockholders’ agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in Section 2.2(a) of the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other indebtedness obligations the holders of the Company having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matter for which with the Company’s shareholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests stockholders of the Company issued and outstandingon any matter.
Appears in 1 contract
Sources: Unit Subscription Agreement (Novint Technologies Inc)