Authorized Capitalization definition
Authorized Capitalization. The authorized capitalization of MDI-Missouri consists of One Hundred Thousand (100,000) shares of $1.00 par value Common Stock, which Two Thousand (2,000) shares have been issued and outstanding. The Shares have been duly authorized, validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by MDI-Missouri in compliance with all applicable state and federal laws. Except as set forth in Exhibit F-2 attached hereto, MDI-Missouri is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in , or any right to share, participate in or receive any portion of, MDI-Missouri's income, profits or assets, or obligating MDI-Missouri to distribute any portion of its income, profits or assets.
Authorized Capitalization. The capitalization table set forth on Schedule 3.2(a) sets forth the authorized, issued, and outstanding capital stock of the Company on a fully-diluted basis (i) immediately prior to the Closing and (ii) immediately following the Closing. All outstanding shares of capital stock of the Company (including the Sale Shares) are duly authorized, validly issued, fully paid and nonassessable and owned of record and beneficially by the Vendors free and clear of all Encumbrances. Upon transfer of the Sale Shares to the Purchaser in accordance with the terms of Article II, the Purchaser will receive valid title to such Sale Shares, free and clear of all Encumbrances.
Examples of Authorized Capitalization in a sentence
Schedule 3.2 Authorized Capitalization; Outstanding Stock at Signing.
The Company agrees that, in the event that the Authorized Capitalization Increase is approved by the Company’s shareholders, then, following the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with respect thereto and subject to the terms and conditions hereof, the Company will issue to the Executive a certificate in the amount of the Transferred Shares.
Schedule 3.2-A Authorized Capitalization; Outstanding Stock; Ownership Percentage at closing (to be completed prior to Closing).