Capital Structure of the Company and the Subsidiaries Sample Clauses

Capital Structure of the Company and the Subsidiaries. The authorized capital stock of the Company consists of 28,338,567 shares of common stock, par value $1.00 per share, of which 28,338,567 shares are issued and outstanding, all of which are owned by Aon free and clear of all Encumbrances. No shares of any other class or series of capital stock of the Company are authorized, issued or outstanding. All of the outstanding shares of capital stock or other equity interests of the Company and each Subsidiary are validly issued, fully paid and non-assessable and free of preemptive rights. The name, jurisdiction of incorporation and the record owner thereof of each of the Subsidiaries is as set forth in Annex A. All shares of capital stock or other equity interests of each of the Subsidiaries is owned as set forth in Annex A, in each case free and clear of all Encumbrances. Except for this Agreement and except as set forth in Schedule 5.2, there are no agreements, arrangements, options, warrants, rights or commitments of any character relating to the issuance, sale, purchase, redemption or voting of any shares of capital stock of, or other equity interests in, the Company or any of the Subsidiaries.
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Capital Structure of the Company and the Subsidiaries. The authorized capital stock of the Company consists of 1,000 shares of common stock, par value $1.00 per share, all of which are issued and outstanding. The authorized and issued capital stock or membership interests, as the case may be, of each of the Subsidiaries is as set forth in Seller Schedule 5.2. All the outstanding shares of capital stock or other ownership interests of the Company and each of the Subsidiaries are validly issued, fully paid and nonassessable (if applicable) and have not been issued in violation of any preemptive rights, rights of first refusal or similar rights. All shares of capital stock or ownership interests: (a) of the Company are owned by Seller; (b) of A Holdings and C Capital are owned by the Company; (c) of the A Subsidiaries other than A Holdings are owned by A Holdings; (d) of the G Subsidiaries other than C Capital, Q Consulting and C—H Investment are owned by C Capital; (e) of Q Consulting are owned by GFWM; (f) of C—H Investment are owned by C Financial Advisers; and (g) of A Investments are owned by A Holdings, in each case, free and clear of all Encumbrances (other than restrictions on transfer imposed by the Securities Act or any applicable state securities law). Except for this Agreement, there are no agreements, arrangements, options, warrants, rights or commitments of any character relating to the issuance, sale, purchase, registration or redemption of any shares of capital stock of, or other ownership interests in, the Company or any of the Subsidiaries. Seller owns, beneficially and of record, the Shares, free and clear of any Encumbrance (other than restrictions on transfer imposed by the Securities Act or any applicable state securities law). Upon delivery and payment for such Shares so owned by Seller at the Closing, Buyer will acquire good and valid title to all of such Shares, free and clear of any Encumbrance (other than Encumbrances created by Parent, Borrowers or Buyer and restrictions on transfer imposed by the Securities Act or any applicable state securities law).
Sample 1
Capital Structure of the Company and the Subsidiaries. The authorized capital stock of the Company consists of 1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding. The authorized capital stock of AIS consists of 1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding. The authorized capital stock of ASPN consists of 1,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding. All of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized, and are validly issued, fully paid and nonassessable and free of preemptive rights. All of the outstanding (i) shares of capital stock of the Company are owned by Seller, (ii) shares of capital stock of AIS are owned by the Company, and (iii) shares of capital stock of ASPN are owned by the Company, free and clear of all Encumbrances. Except for this Agreement, there are no agreements, arrangements, options, warrants, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock of the Company or the Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or the Subsidiaries. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company or the Subsidiaries.
Sample 1
Capital Structure of the Company and the Subsidiaries. The authorized capital stock of the Company consists of 10,000 shares of common stock, without par value, of which 1,000 shares are issued and outstanding. The authorized capital stock of WHI-IPA consists of 1,000 shares of common stock, without par value, of which 1,000 are issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each of the Company and the Subsidiaries (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of an applicable Requirement of Law, the certificate of incorporation or by-laws of the Company or such Subsidiary or any contract to which Seller, the Company or any Subsidiary is a party or otherwise bound and (c) have been offered, sold and issued in compliance with applicable Requirements of Law, including federal and state securities laws, and all requirements set forth in applicable contracts governing the issuance of such equity interests. All of the outstanding (x) shares of capital stock of the Company are owned by Seller and (y) shares of capital stock or other equity interests of each of the Subsidiaries are owned by the Company, in each case free and clear of all Encumbrances. Except for this Agreement and except as set forth in Schedule 5.2, there are no agreements, arrangements, options, warrants, phantom equity, equity appreciation rights or other rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of capital stock of, or other equity interests in, the Company or either of the Subsidiaries. At the Closing, Seller shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances.
Sample 1

Related to Capital Structure of the Company and the Subsidiaries

  • Capital Structure of the Company As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 3.3. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company 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, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Reorganization of Company and Subsidiaries The existence of the Restricted Stock shall not affect in any way the right or power of 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, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares of Restricted Stock or the rights thereof, or the dissolution or liquidation of 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.

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • 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.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Capitalization of the Company and its Subsidiaries (a) The authorized capital stock of the Company consists of: (i) 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, no shares of which are outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of May 21, 1999, 5,176,485 Shares were issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

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