STRUCTURE; CAPITALIZATION Clause Samples
STRUCTURE; CAPITALIZATION. (a) SCHEDULE 6R contains (except has noted therein) a complete and correct list of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.
(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in SCHEDULE 6R as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable, and are owned by the Company or such other Subsidiaries free and clear of any Lien (except as otherwise disclosed in SCHEDULE 6R.
(c) No Subsidiary of the Company is a party to, or otherwise subject to any legal restriction of any agreement (other than this Agreement and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.
(d) As of the Closing Date, immediately after giving effect to the transactions contemplated in this Agreement (i) the Company's authorized capital stock will consist of 55,000,000 shares, of which 50,000,000 are designated Common Stock and 5,000,000 shares are designated preferred stock (2,000 of which will be designated as Series A Convertible Preferred Stock, $.01 par value per share and 3,000 of which will be designated as Series B Convertible Preferred Stock, $.01 par value per share); (ii) the number of Shares of Common Stock outstanding will be as set forth on SCHEDULE 6R all of which will be validly issued, fully paid, and non-assessable; (iii) the only outstanding warrants, options or other securities convertible into Common Stock will be those set forth (and exercisable on the dates and at the amounts per share set forth) in SCHEDULE 6R; (iv) no shares of Common Stock will be owned or held by or for the account of the Company or any of its Subsidiaries (except as disclosed in the financial statements described in Paragraph 6G); (v) ▇▇▇▇▇▇ ▇▇ disclosed on SCHEDULE 6R, neither the Company nor any of its Subsidiaries will have outstanding any stock or other securities convertible into or exchangeable for any shares of capital stock, any rights to subscribe for or to purchase or any options fo...
STRUCTURE; CAPITALIZATION. The Borrower Representative has delivered to the Lender true and correct copies of Charter Documents for each Borrower. The record and beneficial owners of the equity interests of the Borrowers and their Subsidiaries are as described in the Disclosure Schedule. No Borrower has any Subsidiaries other than as described in the Disclosure Schedule. Except as set forth in the Disclosure Schedule, there are no options, warrants or other rights to acquire any of the capital stock of any Borrower. Peak Resorts has and will continue to have a Fiscal Year end on the last day of March in each calendar year.
STRUCTURE; CAPITALIZATION. The Disclosure Schedule sets forth the record and beneficial ownership of all issued and outstanding common shares and membership interest of the Subsidiaries, and the authorized, issued and outstanding capital stock of the Borrower and each of the Subsidiaries. There are no options, warrants or other rights to acquire any of the capital stock of the Subsidiary Guarantors.
STRUCTURE; CAPITALIZATION. The Borrower is the record and beneficial owner of all issued and outstanding common shares of Olympic Steel Minneapolis, Inc., Olympic Steel Lafayette, Inc., Olympia International, Inc. and Oly Steel Welding, Inc. and (b) Olympic Steel Minneapolis, Inc. is the record and beneficial owner of all issued and outstanding common shares of Olympic Steel Iowa, Inc. The authorized and issued capital stock of the Borrower is as follows: 20,000,000 shares of common stock of which 9,631,000 shares of such common stock are issued and outstanding and 65 72
STRUCTURE; CAPITALIZATION. The Borrower Representative has delivered to the Lender true and correct copies of Charter Documents for each Borrower. The record and beneficial owners of the equity interests of the Borrowers and their Subsidiaries are as described in the Disclosure Schedule. No Borrower has any Subsidiaries other than as described in the Disclosure Schedule. Except as set forth in the Disclosure Schedule, there are no options, warrants or other rights to acquire any of the capital stock of any Borrower. Peak Resorts and each of its Subsidiaries has and will continue to have a Fiscal Year end on the last day of April in each calendar year.
STRUCTURE; CAPITALIZATION. By reason of consummation of the Merger, Kirtland Capital, together with the Affiliates thereof, are the record and beneficial owner of approximately eighty seven (87%( of the issued and outstanding capital stock of Instron Corporation. Instron Corporation is the record and beneficial owner of all issued and outstanding equity interests of each of Instron Sche▇▇▇
STRUCTURE; CAPITALIZATION. As of the Closing Date and after giving effect to the transactions contemplated in this Agreement (i) First's authorized capital stock will consist of 11,000,000 shares, of which 10,000,000 are designated Common Stock and 1,000,000 are designated preferred stock, par value $1.00 ("Preferred Stock"); (ii) 8,708,593 shares of Common Stock will be issued and outstanding and 1,291,607 shares of Common Stock are or will be reserved for issuance in connection with the Company's outstanding warrants and stock options (500,000 of which will be reserved for issuance in connection with the closing of the new Warrant Agreements), all of which, when issued in accordance with the terms of such warrants and stock options, will be validly issued, fully paid, and non-assessable; (iii) 50,000 shares of Preferred Stock are issued and outstanding and 150,000 of Preferred Stock are reserved for issuance in connection with the Fortesa Merger, all of which, when issued in accordance with the Fortesa Merger agreement will be validly issued, fully paid, and nonassessable; (iv) except as disclosed on Schedule 3.1.10 no shares of Common Stock are owned or held by or for the account of First or any of its Subsidiaries; (v) except as disclosed on Schedule 3.
STRUCTURE; CAPITALIZATION. The Borrower Representative has delivered to the Lender true and correct copies of Charter Documents relating to each of the Borrower and their Subsidiaries. As of the Closing Date, the record and beneficial owners of the equity interests of each Borrower are as described in the Disclosure Schedule. As of the Closing Date, no Borrower has any Subsidiaries other than as described in the Disclosure Schedule. Except as set forth in the Disclosure Schedule, there are no options, warrants or other rights issued or granted by any Borrower or any Subsidiary to acquire any of the capital stock of any Borrower. Each Borrower has and will continue to have a Fiscal Year end on the last day of December in each calendar year.
STRUCTURE; CAPITALIZATION. The Borrower Representative has delivered, or will deliver on or prior to the Closing Date, to the Administrative Agent true and correct copies of its Charter Documents relating to the Borrowers and its Subsidiaries (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries). The Disclosure Schedule sets forth the ownership structure of all of UNOVA Inc.’s direct and indirect Subsidiaries as of the Closing Date. Except as set forth in the Disclosure Schedule, there are no options, warrants or other rights to acquire any of the capital stock of any of the direct and indirect Subsidiaries of UNOVA, Inc. and no redemption rights or other repurchase obligations with respect to the capital stock of any direct or indirect Subsidiary of UNOVA, Inc. UNOVA, Inc. and its consolidated Subsidiaries have and will continue to have a Fiscal Year which ends on the Sunday closest to December 31 or on December 31.