Organization and Capitalization Sample Clauses

Organization and Capitalization. The organizational structure and pro-forma capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be reasonably satisfactory to the Administrative Agent.

Organization and Capitalization. ▇▇▇▇▇▇ is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. ▇▇▇▇▇▇ is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of ▇▇▇▇▇▇. ▇▇▇▇▇▇ does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.1. Immediately prior to the Closing Date the authorized capital stock of ▇▇▇▇▇▇ consists of (i) 50,000,000 shares of common stock, $.001 par value per share, of which 26,143,495 shares are validly issued and outstanding, and (ii) 10,000,000 shares of preferred stock $.001 par value per share, none of which are issued and outstanding. All of such issued and outstanding shares of the stock of ▇▇▇▇▇▇ have been and all of the shares of ▇▇▇▇▇▇ Stock to be issued hereby will be, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. ▇▇▇▇▇▇ has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. There are no outstanding ▇▇▇▇▇▇ derivative securities (options, warrants, convertibles, rights and the like).

Organization and Capitalization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The authorized capital stock of the Company consists of 17,750,000 shares of capital stock, comprised of 12,000,000 shares of Common Stock, of which 4,318,182 shares of Common Stock are issued and outstanding and 5,750,000 shares of Preferred Stock, of which (i) 627,630 shares are designated as Series A Preferred Stock, of which 388,065 shares are issued and outstanding, (ii) 1,372,370 shares are designated as Series B Preferred Stock, of which 1,372,370 shares are issued and outstanding, and (iii) 3,750,000 shares are designated as Series C Preferred Stock, of which 2,275,412 shares are issued and outstanding. There are reserved for issuance: (i) 1,875,000 shares of Common Stock which may be issued upon conversion of Series B Preferred Stock; (ii) 2,275,412 shares of Common Stock which may be issued upon conversion of Series C Preferred Stock; (iii) 409,846 shares of Common Stock which may be issued pursuant to the exercise of options previously granted to present and future employees of the Company; (iv) 390,154 shares of Common Stock which are available for future grants of options under the Company's Stock Option Plan; and (v) up to 186,750 shares of Common Stock which may be issued pursuant to the exercise of a warrant issued to Alex. ▇▇ow▇ & ▇ons Incorporated. Except as set forth above, the Company has not issued or agreed to issue any stock purchase rights or securities convertible into Common Stock; there are no preemptive rights in effect with respect to the issuance of any shares of Common Stock. All the issued and outstanding shares of the Company's capital stock have been validly issued without violation of any preemptive or similar rights and are fully paid and nonassessable. A copy of the Company's Certificate of Incorporation, as in effect as of the Warrant Grant Date, is attached hereto as Exhibit C.

Organization and Capitalization. 10 Section 2.1 Formation of the Company..............................................................10 Section 2.2 Name..................................................................................10 Section 2.3 Purpose...............................................................................10 Section 2.4

Organization and Capitalization. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware with the power and authority to own its assets and operate its business. Schedule 5.4 of the Issuer Disclosure Schedule to that certain Share Purchase Agreement, of even date herewith (in connection with which, among other things, the Company is issuing on the date hereof shares of its capital stock (the “Share Purchase Agreement”), sets forth a true and correct schedule of all of the outstanding equity interests in the Company as of the date hereof, as well as all of the options, convertible securities and other rights to acquire or commitments to issue equity interests in the Company (other than the Restricted Stock Units and other rights to acquire or commitments to issue equity interests in the Company pursuant to the Share Purchase Agreement). The shares of Common Stock issuable by the Company hereunder have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such shares will not be subject to any preemptive or similar rights.

Organization and Capitalization. ▇▇▇▇▇ is a corporation --------------------------------- duly organized, validly existing and in good standing under the laws of the State of Texas, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing. ▇▇▇▇▇ is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the business, properties or condition (financial or otherwise) of ▇▇▇▇▇. ▇▇▇▇▇ does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise. The authorized capital stock of ▇▇▇▇▇ consists of 100,000 shares of common stock of which 100,000 shares are validly issued and outstanding. There are no shares of preferred stock of ▇▇▇▇▇ authorized or outstanding. All of such issued and outstanding shares of ▇▇▇▇▇ Stock have been duly authorized and validly issued and are fully paid and non-assessable. The Stockholders own 100% of the capital stock of ▇▇▇▇▇. None of the shares were issued in violation of any preemptive rights. There are no existing warrants, options, rights of first refusal, conversion rights, calls, commitments or other agreements of any character pursuant to which ▇▇▇▇▇ is or may become obligated to issue any of its stock or securities. ▇▇▇▇▇ has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock.

Organization and Capitalization. CTU is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation.

Organization and Capitalization. FCAI is a corporation duly --------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority and all necessary governmental and regulatory licenses, permits and authorizations to carry on the businesses in which it is engaged, to own the properties that it owns currently and will own at the Closing, and to perform its obligations under this Agreement. FCAI is qualified as a foreign corporation and is in good standing in each jurisdiction in which the failure to qualify would have a material adverse effect on the Stock Exchange Agreement - 8 business, properties or condition (financial or otherwise) of FCAI. FCAI does not have any subsidiaries or any other investments or ownership interest in any corporation, partnership, joint venture or other business enterprise, except as set forth in Schedule 5.1. Immediately prior to the Closing Date the authorized capital stock of FCAI consists of (i) 100,000,000 shares of common stock, $0.001 par value of which 71,131,142 shares are validly issued and outstanding at the date hereon. All of such issued and outstanding shares of FCAI Stock have been and all of the shares of FCAI Stock to be issued hereby will be, at the Closing, duly authorized and validly issued and are and will be at the Closing fully paid and non-assessable. None of the shares that were issued and none of the shares to be issued hereby will be in violation of any preemptive rights. FCAI has no obligation to repurchase, reacquire or redeem any of its outstanding capital stock. FCAI also has outstanding options to purchase up to 5,710,000 shares of its common stock.

Organization and Capitalization. (a) Each of the Business Entities is duly organized, validly existing and in good standing under the Laws of the state in which it was formed or incorporated. Each of the Business Entities is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect, taken as a whole. (b) The authorized and outstanding Company Units are (i) as of the date hereof, owned and held of record by RPM, and (ii) as of immediately prior to the Closing and after giving effect to the New RPM Reorganization, owned and held of record by the Sellers as set forth on Section ‎3.1(b) of the Disclosure Schedules (including the number of such Company Units attributable to each Seller thereto). The Company Units constitute all the issued and outstanding limited liability company interests of the Company. The Company Units were duly authorized, validly issued, fully paid and nonassessable. Except for the Company Units and other than as contemplated by the New RPM Reorganization, there are no outstanding or authorized (A) limited liability company or membership interests or other equity interests of the Company, (B) other than as set forth in the Company’s Fundamental Documents, options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, rights of first refusal, preemptive rights, or other contracts or commitments that require the Company to issue, sell, or otherwise cause to become outstanding any of its limited liability company or membership interests or other equity interests, or (C) other than existing awards by RP MIP, equity or equity-based compensation, membership interest appreciation, phantom membership interest, profit participation or similar rights with respect to the Company. Except as set forth in the Company’s Fundamental Documents, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the limited liability company interests of the Company. At the Closing, the Company Units will be free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such units (other than restrictions on transfer arising under applicable state and federal securities Laws or provided in the Company’s Fundamental Documents). The Company Units were issued in compliance with (x) all applicable securities Laws or exemptions therefrom and (y) any preemptive ri...