Equity Securities and Related Matters Sample Clauses

Equity Securities and Related Matters. (a) As of the date hereof and immediately hereafter, the authorized equity securities of the Company shall consist of the following: (i) an unlimited number of units designated as Class A Preferred Units, none of which shall be issued and outstanding and all of which may only be issued in exchange for other equity securities of the Company pursuant to the terms of the Senior Management Agreements; (ii) an unlimited number of units designated as Class B Preferred Units, 204,239.345 shall be issued and outstanding; (iii) an unlimited number of units designated as Class A Common Units, 92,946,944 of which shall be issued and outstanding; (iv) an unlimited number of units designated as Class B Common Units (as defined in the LLC Agreement), none of which shall be issued and outstanding; and (v) 932,879 Common Units shall be reserved for issuance to other executives and/or managers of the Company and its Subsidiaries as determined by the Board. As of the date hereof, the Company shall not have outstanding any securities convertible or exchangeable for any equity securities of the Company or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its equity securities or any securities convertible into or exchangeable for its equity securities or any equity appreciation rights or phantom equity plans other than pursuant to and as contemplated by this Agreement, the LLC Agreement and the Senior Management Agreements. As of the date hereof, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity securities or any warrants, options or other rights to acquire its equity securities, except obligations, if any, pursuant to this Agreement, the LLC Agreement, the Senior Management Agreements and the Company’s Certificate of Formation. As of the date hereof, all of the Company’s outstanding equity securities shall be validly issued, fully paid and nonassessable.
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Equity Securities and Related Matters. (a) Immediately prior to the Closing (and before giving effect to the transactions contemplated hereby), the authorized, issued and outstanding Equity Securities of the Corporation consist solely of the Equity Securities set forth on the Capitalization Schedule, which are held beneficially and of record as set forth on the Capitalization Schedule, free and clear of all Encumbrances. Immediately following the Closing and after giving effect to transactions contemplated hereby, the authorized, issued and outstanding Equity Securities of the Corporation shall consist solely of the Equity Securities set forth on the Capitalization Schedule, all of which shall be held beneficially and of record as set forth on the Capitalization Schedule, free and clear of all Encumbrances.
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Equity Securities and Related Matters. (a) The authorized capital stock of the Company consists of 10,000,000 shares of Series A Preferred Stock, of which 9,989,311 shares are issued and outstanding, and 11,500,000 shares of Common Stock, of which 331,991 shares are issued and outstanding. There are 1,500,000 shares of Common Stock reserved for issuance under the Plan, of which 786,937 are subject to issued and outstanding Stock Options and 381,072 shares of Common Stock are available for issuance pursuant to the Plan. As of the date hereof, and as of immediately prior to the Closing, the outstanding Shares are held of record by the Persons set forth on Schedule 4.2(a). Schedule 4.2(a) sets forth a list of all Stock Options (both vested and unvested) outstanding and in force, including with respect to each such Stock Option, the number of Shares subject to such Stock Option, the name of each holder, as well as the grant date, vesting schedule (if any), exercise price per Share, expiration date, details regarding acceleration of vesting, if any, an indication of whether such Stock Option (i) was intended as of its grant date to be an “incentive stock option” under Section 422 of the Code or a non-qualified stock option and (ii) subject to Section 409A of the Code. All of the Shares have been duly authorized and are validly issued, fully paid and non-assessable. Each Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share on the grant date of such Stock Option, as determined in accordance with Section 409A of the Code, to the extent applicable, or is in compliance with Section 409A of the Code. Except as set forth on Schedule 4.2(a), the Company does not have outstanding or authorized securities convertible into or exercisable or exchangeable for any of its equity securities or containing any profit participation features, nor any outstanding or authorized rights, warrants or options to subscribe for or to purchase its equity securities or securities convertible into or exercisable or exchangeable for its equity securities or any shares or equity appreciation rights or phantom stock or equity plans. Except as set forth on Schedule 4.2(a), the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity securities or any warrants, options or other rights to acquire its equity securities, other than pursuant to this Agreement. Except as set forth on Schedule 4.2(a), the Company does n...
Sample 1
Equity Securities and Related Matters. As of the Closing, the Company shall not have outstanding any securities convertible or exchangeable for any equity securities of the Company or containing any profit participation features. Immediately following the Closing, the capitalization of the Company shall be as set forth in the Schedule of Unitholders attached to the LLC Agreement and all of the Company’s outstanding equity securities shall be validly issued, fully paid and non-assessable. There are no statutory or contractual securityholders preemptive rights or rights of refusal with respect to the issuance of the Company Units hereunder. The Company was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. The Company has not conducted any business. Except for obligations or liabilities incurred in connection with its formation and the transactions contemplated by this Agreement to be in engaged in by the Company prior to the date hereof, the Company has not and will not have incurred any obligations or liabilities or have engaged in any business activities or entered into any agreements with any Person. Except for the Company LLC Agreement and this Agreement, as of the date hereof, the Company is not a party to any Contract (as defined in the Merger Agreement) with the Cash Investor or any of its Affiliates (as defined in the Merger Agreement).
Sample 1
Equity Securities and Related Matters. (a) As of the date hereof and immediately hereafter, the authorized equity securities of the Company shall consist of the following: (i) 150,000,000 shares of Common Stock, of which [ ] shall be issued and outstanding; (ii) 15,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), none of which shall be issued and outstanding; and (iii) 5,800,000 shares of Common Stock shall be reserved for issuance under the Company’s Equity Plans. As of the date hereof, the Company shall not have outstanding any securities convertible or exchangeable for any equity securities of the Company or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its equity securities or any securities convertible into or exchangeable for its equity securities or any equity appreciation rights or phantom equity plans other than pursuant to the Equity Plans. As of the date hereof, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity securities or any warrants, options or other rights to acquire its equity securities, except obligations, if any, pursuant to this Agreement, the Senior Management Agreements and the Company’s Certificate of Incorporation. As of the date hereof, all of the Company’s outstanding equity securities shall be validly issued, fully paid and nonassessable.
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Related to Equity Securities and Related Matters

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Listing of Underlying Shares and Related Matters If the Company applies to have its Common Stock or other securities traded on any stock exchange or market, it shall include in such application the Shares and the Warrant Shares and will take such other action as is necessary to cause such Common Stock to be so listed. Thereafter, the Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on such exchange or market and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such exchange or market, as applicable.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • ERISA and Related Matters The Borrower is not subject to any material obligations or liabilities, contingent or otherwise, with respect to any Plan. None of the assets of the Borrower are or could be deemed to be “plan assets” (as defined in Section 3(42) of ERISA) or assets of any Plan pursuant to any substantially similar non-U.S. or other law.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:

  • Title to Properties and Related Matters (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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