Organization of the Company; Capitalization Sample Clauses

Organization of the Company; Capitalization. Each of the Company and its Subsidiaries is duly organized and validly existing under the laws of its state of organization, and has all requisite power and authority to own, lease and operate its assets and to carry on the Business as now being conducted. The Company has no Subsidiaries other than those listed on Section 6.01 of the Company Disclosure Letter and the Company does not own or hold the right to acquire any shares of stock or any other security or interest, directly or indirectly, of or in any other Person. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. All of the membership interests and capital stock of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. All of membership interests and capital stock of the Company and each of its Subsidiaries are directly or indirectly owned beneficially and of record by Holdco. No Person has any rights in, or rights to acquire from the Company or any of its Subsidiaries, any other equity related interests of the Company or such Subsidiaries or any other securities convertible into, or exercisable or exchangeable for, equity interests of the Company or such Subsidiaries. There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any equity or voting interests of the Company or any of its Subsidiaries and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Company or such Subsidiaries. To Sellers’ Knowledge, other than as set forth in Section 6.01 of the Company Disclosure Letter, none of the Company, any of its Subsidiaries or any of their respective predecessors has conducted any business under or otherwise used for any purpose in any jurisdiction any fictitious name, assumed name, “d/b/a” trade name or other name.
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Organization of the Company; Capitalization. Each Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation as set forth on Exhibit A hereto. Except as set forth on Exhibit A hereto, no Corporation is required to qualify to transact business as a foreign corporation in any jurisdiction. Except as to be set forth on Schedule 7.1 hereto and except for the Partnerships listed on Exhibit A hereto, no Corporation owns any beneficial or record interest in any corporation, joint venture, partnership, or other Person. Except as to be set forth on Schedule 7.1 hereto, no Seller owns any beneficial or record interest in any corporation, joint venture, partnership (other than the Partnerships that are being acquired as part of this Agreement), or other Person created under the laws of, or qualified to do business in, or required to qualify to do business in, the states of Georgia, North Carolina or South Carolina. Schedule 7.1 hereto shall set forth the capitalization of each of the Corporations, including its authorized, issued, outstanding, and treasury shares. All of the issued and outstanding Shares have been duly authorized, are validly issued, fully paid, and nonassessable, have not been issued in violation of the preemptive rights of any Person, and are held beneficially and of record by the Sellers free and clear of all Liens, and are not subject to any agreements or understandings among any Person with respect to the voting or transfer thereof, except as to be set forth in Schedule 7.1 hereto, all of which shall be released on or before the Closing Date. There are no outstanding subscriptions, options, convertible securities, warrants or calls of any kind issued or granted by, or binding upon, the Sellers or any of the Corporations to purchase or otherwise acquire any security or equity interest in any of the Corporations. There are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating the Corporations to issue or to transfer from their respective treasuries any shares of capital stock of any class.
Sample 1
Organization of the Company; Capitalization. (a) The Company was incorporated under the laws of Singapore on October 4, 2011. (b) Contemporaneously with the consummation of the Transaction and the execution of this Agreement, in accordance with the Transaction Documents, the Company undertook a capital re- organization pursuant to which all preference shares in the capital of the Company were converted into Ordinary Shares, such that the issued share capital of the Company consists of Ordinary Shares only. The share capital of the Company may be increased from time to time in accordance with the procedures set forth in the Company’s Constitution and the provisions of this Agreement. (c) As of the execution of this Agreement, the Shares will be held by the Shareholders in the amounts listed opposite such Shareholders’ names in Schedule 3. Schedule 3 shall be updated from time to time as necessary to reflect any issuance or transfer of any share capital (including Ordinary Shares and other classes of shares) of the Company whether or not now authorized. Section 2.2
Sample 1
Organization of the Company; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions in which the ownership or leasing of its material assets or the conduct of the Business requires such qualification except for jurisdictions in which the failure to be in good standing would not reasonably be expected to have a Seller Material Adverse Effect. The Company has full corporate power and authority to own or lease and to operate and use its assets and to carry on the Business as now conducted.
Sample 1
Organization of the Company; Capitalization. (a) The Company is a corporation duly organized, validly existing and in good standing under the Law of the State of Arizona. The Company has all necessary corporate power and authority to carry on its business, including the Company Business, as now conducted and to own or lease all of its properties and assets, and is duly licensed or qualified to do business as it is now being conducted in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, as the case may be, would not reasonably be expected to be material to the Acquired Pro Forma Entities, taken as a whole.
Sample 1

Related to Organization of the Company; Capitalization

  • Capitalization of the Company a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • 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 of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Capitalization of Parent (a) As of the date hereof, Parent has an authorized capitalization consisting of (x) 95,000,000 shares of common stock, of which as of December 31, 2007, 34,572,614 shares are issued and outstanding, 2,027,503 shares of Parent Common Stock are reserved for issuance and 2,174,828 shares are held in Parent’s treasury, and (y) 5,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued and outstanding. All such outstanding shares of common stock of Parent have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of, any preemptive rights. Except as described above, no shares of common stock of Parent are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 5.4(a) of the Parent Disclosure Letter, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Parent, pursuant to which Parent or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, common stock of Parent, any other equity of or other voting interest in, Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Parent. There is no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Parent. Neither Parent nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of Parent on any matter. There are no Contracts to which Parent or any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, Parent or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Parent. There are no irrevocable proxies and no voting agreements with respect to any membership interests of, or other equity or voting interest in, Parent.

  • Organization of the Buyer The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

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