Capitalization of Holdings. (a) The authorized capital stock of Holdings consists of thirty-five million (35,000,000) shares of common stock, par value $0.000001 per share, of which 17,230,303 shares are issued and outstanding as of the close of business on the date of this Agreement.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 10,000 shares of common stock, par value $0.01 per share, of which 1,000 shares, constituting the Holdings Shares, are validly issued and outstanding, fully paid and nonassessable. The Holdings Shares are owned of record and beneficially by WIN. Such Holdings Shares have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights. Except for the Holdings Shares, there are no shares of capital stock or other equity securities of Holdings outstanding. There are no outstanding warrants, options, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments pursuant to which WIN or any of its Affiliates (including Holdings) is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Holdings, or which give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of Holdings. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters which stockholders of Holdings may vote upon.
Capitalization of Holdings. The authorized capital stock of Holdings consists of (i) 5,600,000 shares of Holdings Common Stock, of which 2,812,000 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable on the date hereof, and (ii) 1,000,000 shares of Holdings Preferred Stock, of which 800,000 shares will be duly authorized validly issued and outstanding, fully paid and nonassessable after giving effect to the transactions contemplated by this Agreement. The record ownership of the outstanding shares of Holdings Common Stock and Preferred Stock (after giving effect to the transactions contemplated by this Agreement) is reflected on Schedule 5.5 attached hereto. Except as set forth on Schedule 5.5 attached hereto, no shares of capital stock of Holdings have been reserved for any purpose. Except for the Holdings Preferred Stock, for rights contained in that certain Stockholders Agreement dated as of September 21, 1995, by and among Holdings and certain stockholders of Holdings (the "Stockholders Agreement") and for options to be granted under Holdings' 1995 Stock Option and Stock Award Plan, there are no outstanding securities convertible into or exchangeable for the capital stock of Holdings and no outstanding options, rights (preemptive or otherwise), or warrants to purchase or to subscribe for any shares of such stock or other securities of Holdings. There are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of any of the securities of Holdings, except for the Stockholders Agreement referred to above or as otherwise contemplated hereunder.
Capitalization of Holdings. As of the date of this Agreement, the authorized capital stock of Holdings consists of 100,000,000 shares of Class A Common Stock, par value $.01 per share, of which 22,786,536 shares are issued and outstanding, 20,000,000 shares of Class B Common Stock, par value $.01 per share, of which no shares are outstanding, and 25,000,000 shares of Class C Common Stock, par value $.01 per share, of which 20,702,005 shares are outstanding. All such outstanding shares of stock are fully paid and nonassessable.
Capitalization of Holdings. (a) The authorized capital stock of Holdings consists of 1,000 shares of Holdings Common Stock, all of which are issued and outstanding. Such shares of Holdings Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to any preemptive rights.
Capitalization of Holdings. The authorized capital stock of Holdings consists of _______ shares of the Holdings Shares and _____ shares of preferred stock, par value $0.001 per share. There are ______ shares of the Holding Shares, and no shares of preferred stock, issued and outstanding as of the date of this Agreement. Holdings has no outstanding stock options, warrants, rights or commitments to issue Holdings Shares or other equity securities and no outstanding securities convertible into or exchangeable for Holdings Shares or other equity securities. All outstanding shares of the Holdings Shares are validly issued and outstanding, fully paid and nonassessable.
Capitalization of Holdings. Seller is the sole member of Holdings and the sole record and beneficial owner of the Parent Interests, free and clear of any Encumbrances except for (a) restrictions on transfer arising under applicable securities Laws, and (b) the applicable terms and conditions of the Holdings LLC Agreement. The Parent Interests have been duly authorized and validly issued in accordance with the Holdings LLC Agreement and in compliance with applicable Law, are fully paid (to the extent required by the Holdings LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act). There are no preemptive or other rights to subscribe for or to purchase, and no restriction upon the voting or transfer of, any interest in Holdings. Other than this Agreement (with respect to Seller), there are no outstanding options, warrants or similar rights to purchase or acquire from Seller or Holdings any equity interests in Holdings, and there is no obligation of Holdings to issue any capital stock, voting securities or other equity interests or securities convertible into or exchangeable for capital stock, voting securities or other equity interests of Holdings. Neither Buyer, Holdings the Partnership nor any Partnership Entity shall have any liability or obligations with respect to or relating to Seller or any of its Affiliates following the Closing except as specifically set forth in Articles V and VII hereof, including any obligation to make payments with respect to any interests of Northern Tier Investors L.P., a Delaware limited partnership, or any of its limited partners, such as the units in NTI Management as described in the Partnership SEC Reports. Holdings has no outstanding bonds, debentures, notes or other obligation the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the holders of any equity interests in Holdings. Seller has delivered a true, correct and complete copy of the Holdings LLC Agreement to Buyer.
Capitalization of Holdings. The authorized capital of Holdings consists, immediately prior to the Closing, of 25,000,000 shares of Holdings Common Stock, one share of which is issued and outstanding immediately prior to the Effective Time, and 7,500,000 shares of preferred stock, none of which are issued and outstanding immediately prior to the Effective Time. All of the outstanding shares of Holdings Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 9,000 shares of common stock, par value $0.01 per share. As of the date of this Agreement, (i) 100 shares of Holdings' common stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable, (except as provided in Section 180.0622(2)(b) of the Wisconsin Statutes) and all of which have been issued in compliance with applicable securities laws, and (ii) the Company owns all of Holdings' capital stock. Except as set forth in the Company's Disclosure Schedule at Section 2.03(b), as of the date of this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Holdings or obligating Holdings to issue or sell any shares of capital stock of, or other equity interests in Holdings. There are no obligations, contingent or otherwise, of Holdings to repurchase, redeem or otherwise acquire any shares of Holdings' capital stock or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.
Capitalization of Holdings. The authorized capital stock of Holdings consists of 30,000,000 shares of common stock and 5,000,000 shares of preferred stock, par value $0.001 per share. As of the Signing Date, 7,251,922 shares of Holdings’ common stock, and no shares of its preferred stock, were issued and outstanding. As of the Signing Date, Holdings has: (a) no outstanding stock options, (b) warrants to purchase 1,691,100 shares of its common stock, and (c) unit purchase options outstanding for the purchase of 34,000 units. All of the issued and outstanding membership interests of Merger Sub are held of record by and beneficially owned by Holdings. All outstanding equity of Holdings and Merger Sub are validly issued and outstanding, fully paid and nonassessable, and none of such equity has have been issued in violation of the preemptive rights of any Person.
