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.
Sample 1
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.
Sample 1

Examples of Authorized Capitalization in a sentence

  • Authorized Capitalization The authorized capitalization of this corporation shall be and is the sum of 200,000,000 shares of Common Stock at $0.001 par value and 50,000,000 shares of Preferred Stock at $0.001 par value.

  • Xxxxxxx Title: Vice President Address: 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, Minnesota 55101 Attention: Telecopy no.: (000) 000-0000 SCHEDULE 1 To Assumption Agreement Authorized Capitalization 200,000 shares of common stock authorized - par value $1.00 1,158 shares of common stock issued to Golfsmith International, Inc.

  • Schedule 3.2 Authorized Capitalization; Outstanding Stock at Signing.

  • SCHEDULE 5.15 SUBSIDIARIES Issuing Entity Name Jurisdiction of Organization Parent Entity Authorized Capitalization Issued Capitalization Percentage Ownership Interest Immaterial Subsidiary Microsemi Corporation DE — — — — N Microsemi Corp.

  • Schedule 9.1 Pledged Securities Issuing Entity Parent Entity Authorized Capitalization Issued Capitalization Certificated (Y/N) Certificate No. (if any) Percentage Ownership Interest Golden Queen Mining Company LLC Golden Queen Mining Holdings Inc.

  • Authorized Capitalization Under our amended and restated articles of incorporation, our authorized capital stock consists of 500,000,000 common shares, par value $0.01 per share, of which 50,520,385 shares are currently issued and outstanding, and 25,000,000 preferred shares, par value $0.01 per share, of which no shares are issued and outstanding.

  • Schedule 3.2-A Authorized Capitalization; Outstanding Stock; Ownership Percentage at closing (to be completed prior to Closing).

  • SCHEDULE 5.15 SUBSIDIARIES Issuing Entity Name Jurisdiction of Organization Parent Entity Authorized Capitalization Issued Capitalization Percentage Ownership Interest Immaterial Subsidiary Microsemi Corp.

  • In a similar manner disclose the currently undisclosed quantities of various securities in the Authorized Capitalization disclosure on page 384.

  • Legal Name Jurisdiction of Formation or Incorporation Authorized Capitalization Total Shares/ Units Outstanding Beneficial and Record Owners Percentage of Ownership Gogo Intermediate Holdings LLC Delaware 100 units 100 units Gogo Inc.

Related to Authorized Capitalization

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Consolidated Capitalization means the sum obtained by adding (i) Consolidated Shareholders' Equity, (ii) Consolidated Indebtedness for money borrowed (exclusive of any thereof which is due and payable within one year of the date such sum is determined) and, without duplication, (iii) any preference or preferred stock of the Company or any Consolidated Subsidiary which is subject to mandatory redemption or sinking fund provisions.

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Total Consolidated Capitalization means, at any time, the sum of (i) Total Consolidated Debt plus (ii) the total amount of shareholder’s equity of the Company.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Consolidated Capitalization Ratio on the last day of any fiscal quarter, the ratio of (a) Consolidated Total Indebtedness to (b) Consolidated Capital.

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Total Capitalization means, at any date, the sum (without duplication) of (i) the consolidated stockholders’ equity of the Borrower and its Consolidated Subsidiaries plus (ii) the net amount of Convertible Preferred Stock as reflected in the consolidated statements of financial position of the Borrower and its Consolidated Subsidiaries plus (iii) Total Finance Liabilities, all determined as of such date.

  • Capitalization Rate means six and one-half percent (6.50%).

  • Consolidated Total Capitalization means, at any date, the sum of Consolidated Debt and Consolidated Net Worth, each determined as of such date.

  • Average Invested Capital means the average of invested capital as of December 31, 2023 and the invested capital as of December 31, 2024 where the invested capital is defined as the sum of the Company’s long-term debt plus the current portion of long-term debt, less cash, cash equivalents and investments, plus stockholder equity.

  • Consolidated Capital means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower.

  • Adjusted Capital means cumulative gross proceeds generated by the Corporation from sales of shares of Common Stock (including proceeds from the Corporation’s distribution reinvestment plan) reduced for amounts paid for share repurchases pursuant to the Corporation’s share repurchase program. The calculation of the Subordinated Incentive Fee on Income for each quarter is as follows:

  • Capitalization Ratio means, at any date of determination, the ratio of (a) Funded Debt to (b) Capitalization.

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the 91st day after the final maturity date of the Notes.

  • Committed Capital means $20,837,637.00 for 14,129,250 Class A Capital Units to be issued with respect to Members receiving Class A Capital Units in the Reorganization, and, with respect to any additional Members, the purchase price of the Capital Units subscribed for in any subsequent offering pursuant to a subscription agreement that has been accepted by the Company, regardless of whether such purchase price has been fully paid.

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Excluded Capital Stock means:

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Invested Capital means the amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price at the time of such purchase, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for the repurchase of Shares.

  • Debt to Capitalization Ratio means, with respect to the Borrower, as of any date of determination, the ratio of (a) Total Debt for the Borrower as of such date to (b) Total Capitalization for the Borrower as of such date.

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).