Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capi...
Capitalization; Ownership. As of the Effective Date, CM will own the Call Shares. Upon delivery of and payment for the Call Shares at the Call Closing as provided herein, the Investor shall acquire good title to the Call Shares delivered by CM, free and clear of all Liens other than Permitted Liens. As of the date hereof, CM is not a party to, and has no knowledge of, any voting trust, proxy or any other agreement or understanding with respect to the Call Shares other than as created by the Transaction Agreements.
Capitalization; Ownership. (a) The entire authorized capital stock of the Acquired Company consists of 1,000,000 shares of Common Stock, $0.10 par value. Exhibit ------- 3.3 contains a true, accurate and complete listing of the total number --- of shares of Common Stock of the Acquired Company outstanding. Exhibit ------- 3.3 also contains a true, accurate and complete listing of all the --- shareholders of the Acquired Company, along with the number of shares owned by each shareholder and such shareholder's full name and mailing address.
Capitalization; Ownership. (a) Seller indirectly owns 100% of the outstanding equity interests of each Selling Subsidiary. The Selling Subsidiaries are the sole owners, beneficially and of record, of 100% of the outstanding Holdings LLC Interests free and clear of any Lien and will transfer and deliver to Buyer at the Closing good and valid title to the Holdings LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Holdings LLC is the sole owner, beneficially and of record, of (i) 100% of the outstanding Gas Services GP LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities), (ii) 5,696,752 Common Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities) and (iii) 11,513,625 Subordinated Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Gas Services GP is the sole owner, beneficially and of record, of (x) 469,944 General Partner Units, which constitute 100% of the outstanding General Partner Units and (y) 100% of the outstanding Incentive Distribution Rights, in each case, free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). As of the date of this Agreement, there were 16,988,429 Common Units outstanding, 11,513,625 Subordinated Units outstanding, 469,944 General Partner Units outstanding and 547,772 Phantom Units outstanding under KGS’ Second Amended and Restated 2007 Equity Plan (the “2007 Equity Plan”), of which 516,263 represent the right to receive 516,263 Common Units upon vesting of such Phantom Units and 31,509 represent the right to receive a cash payment equal to the Fair Market Value (as defined under the 2007 Equity Plan) ...
Capitalization; Ownership. (a) The statements in the Preamble regarding the ownership in the shares of the Group Companies are true and correct. As of Closing, VIA will be the sole shareholder of VIA GmbH.
Capitalization; Ownership. (a) As at the Closing Date, the issued capital stock of the Company consists of 477,914 shares, of which 65,693 B ordinary shares have been issued to Advantage Growth Fund, 35,490 ordinary shares have been issued to Xx. Xxxx Xxxxxx, 153,000 ordinary shares have been issued to Mr. Xxxx Xxxxxxxxx, 72,000 ordinary shares have been issued to Xxx. Xxxxxxx Xxxxxxxxx, 37,500 ordinary shares have been issued to Xx. Xxx Xxxxxx, 37,500 ordinary shares have been issued to Xx. Xxxxx Xxxxx, 22,824 A ordinary shares have been issued to Mr. Xxxxx Xxxxxx, 22,118 A ordinary shares have been issued to Xx. Xxxxxxxx Xxxxxx, 15,059 A ordinary shares have been issued to Xx. Xxxxxxx Xxxxxx, 3,530 A ordinary shares have been issued to Mr. Xxx Xxxxxx, 3,830 A ordinary shares have been issued to Xx. Xxxx Xxxxxxx, 1,980 A ordinary shares have been issued to Xx. Xxxxxxx Xxxxx, 3,830 A ordinary shares have been issued to Mr. Phil Highett, 680 A ordinary shares have been issued to Xx. Xxxxx Xxxxxx, 680 A ordinary shares have been issued to Xx. Xxx Xxxxxxxx, 400 A ordinary shares have been issued to Mr. Xxxxx Xxxx, 400 A ordinary shares have been issued to Mr. Xxxxx Xxxx, 400 A ordinary shares have been issued to Xx. Xxxxx Xxxxxx, 400 A ordinary shares have been issued to Xx. Xxxx Xxxxxxx, 400 A ordinary shares have been issued to Ms. Xxxxx Xxxxxx and 200 A ordinary shares have been issued to Xx. Xx Xxxx. . All of the issued shares have been duly authorized and validly issued to the Sellers and are fully paid and non-assessable, have been issued in compliance with all applicable Law, including securities Laws, and was not issued in violation of or subject to any preemptive rights, put or call rights or obligations, rights of first refusal, anti-dilution rights or liquidation rights or other rights to subscribe for or purchase securities of the Company. Aside from the Equity Interest, there are no authorized, issued or outstanding shares of the Company. The Equity Interest comprise the whole of the issued ordinary share capital of the Company. The Sellers are the registered holders and beneficial owners of the Equity Interest. Upon the consummation of the Closing, 100% of the Common Stock of the Company will be issued and outstanding to the Purchaser.
Capitalization; Ownership. (a) The authorized capital stock of the Company consists of 100,000 shares of Company Common Stock, of which 1,000 shares are issued and outstanding (the "Company Shares"). The Company Shares are all of the issued and outstanding shares of capital stock of the Company and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. There are not, as of the date hereof, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character (any of the foregoing, a "Commitment") obligating the Company to issue any additional shares of capital stock of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholders own the respective number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all Liens (as defined in Section 10.16). Each of the Company Stockholders has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens.
Capitalization; Ownership. (a) The authorized capital ------------------------- stock of the Company consists of (x) 1,066,667 shares of Preferred Stock, of which 1,033,333 shares are issued and outstanding and each share of which is convertible into one share of Common Stock and (y) 2,162,667 shares of Common Stock, of which (i) 400,033 shares are issued and outstanding, (ii) 672,572 shares are reserved for issuance pursuant to outstanding Company Options issued pursuant to the Company's 1995 Stock Plan (the "Company Stock Plan"), (iii) ------------------ 44,228 shares are reserved for issuance upon the granting of additional options pursuant to the Company Stock Plan and (iv) no shares are reserved for issuance pursuant to the Convertible Notes.
Capitalization; Ownership. The authorized capital stock of GCI consists of 1,000 shares of GCI Stock, all of which shares are issued and outstanding, and the authorized capital stock of GTC consists of 100,000 shares of GTC Stock, of which 100 shares are issued and outstanding. All of the Xxxxxxx Subsidiary Stock is owned beneficially and of record by Xxxxxxx, free and clear of all Encumbrances, and the Xxxxxxx Subsidiary Stock has been duly authorized and validly issued and is fully paid and nonassessable and not subject to preemptive rights. GCI owns the entire general partnership interest in the Limited Partnership, free and clear of all Encumbrances, and such interest is its sole asset. GTC owns the entire limited partnership interest in the Limited Partnership, free and clear of all Encumbrances, and such interest is its sole asset. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Xxxxxxx, GTC, GCI or the Limited Partnership is a party or by which any of them is bound obligating Xxxxxxx, GCI, GTC or the Limited Partnership to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of GTC or GCI or additional limited or general partnership interests in the Limited Partnership or obligating Xxxxxxx, GTC, GCI or the Limited Partnership to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of GTC, GCI or the Limited Partnership to repurchase, redeem or otherwise acquire any interest in GTC, GCI or the Limited Partnership. There are no outstanding contractual obligations of Xxxxxxx, GTC or GCI to vote or to dispose of any of their respective interests in GTC, GCI or the Limited Partnership.
Capitalization; Ownership. (a) NMD owns 100% of the issued and outstanding limited liability company interests in each of Marlin GP and IDRH.
