Capitalization and Ownership Clause Samples
The Capitalization and Ownership clause defines the ownership structure and equity distribution of a company or entity. It typically outlines who holds shares or interests, the percentage each party owns, and any restrictions or conditions on transferring ownership. This clause ensures all parties have a clear understanding of their rights and obligations regarding ownership, helping to prevent disputes and misunderstandings about control and profit-sharing.
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Capitalization and Ownership. (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock.
(b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person.
(c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.
Capitalization and Ownership. The authorized and outstanding capital stock of the Company (including without limitation all voting securities) (the "Capital Stock") and its par value per share, if any, is as set forth on Schedule 2.1(b) hereto. Each person listed on Schedule 2.1(b) is the lawful owner of that number of the issued and outstanding shares of capital stock of the Company set forth opposite such person's name, free and clear of any restrictions upon transfer except as indicated in Schedule 2.1(b), all of which restrictions shall be removed no later than the Closing Date. The shares of Capital Stock set forth on Schedule 2.1(b) constitute all of the shares of capital stock of the Company and all such shares have been duly authorized and are validly issued, fully paid and nonassessable, and to the best of the knowledge and belief of the Company and the Selling Shareholders, have been issued in compliance with all applicable federal and state securities laws. There are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Company or the Selling Shareholder may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the Company, and there are no shareholders' agreements to which the Company or the Selling Shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Company or the Selling Shareholders or to which the Capital Stock is subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company obligating the Company or the Selling Shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock for the shares of the Company's Capital Stock, as set forth herein, Purchaser shall acquire good and marketable title to the shares of Capital Stock of the Company, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature. The Company has satisfied all of its obligations to all current and past shareholders, and none of such current or past shareholders has any claims, or any basis therefor, against the Company arisin...
Capitalization and Ownership. Schedule 5.1.2 states, as of the Closing Date, the authorized capital stock of the Borrower, the issued and outstanding shares (referred to herein as the "Shares") of such stock, and the names of any parties beneficially owning, individually or through affiliates, more than 5% thereof. All of the Shares have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any such Shares except as indicated on Schedule 5.1.2.
Capitalization and Ownership. As of the Closing Date, the authorized capital stock of the Borrower consists of 40,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which one share of common stock and no shares of senior preferred stock (collectively referred to herein as the “Shares”) are issued and outstanding and are owned as indicated on Schedule 6.1.
Capitalization and Ownership. (a) Section 3.04(a) of the Disclosure Letter sets forth the following: the total number of issued and outstanding Equity Interests of the Company, the names of the holders of such issued and outstanding Equity Interests, and the number or percentage interests of such Equity Interests held by each such holder (the “Company Interests”). Except for (i) this Agreement and (ii) the Organizational Documents of Sellers and the Company, the Company has not (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any Equity Interests of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as to which the Company has any outstanding liabilities or obligations).
(b) Section 3.04(b) of the Disclosure Letter sets forth, as of the date hereof, all of the Company’s Subsidiaries, and, for each such Subsidiary, the jurisdiction of incorporation or formation and the number or percentage interests of all of the issued and outstanding Equity Interests thereof. All outstanding Equity Interests of each of the Company’s Subsidiaries are duly authorized and validly issued and, if such Subsidiary is a corporation, are fully paid and non-assessable. Except for (i) this Agreement and (ii) the Organizational Documents of the Company’s Subsidiaries, none of the Subsidiaries of the Company has (A) granted any outstanding options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, Equity Interests of a Subsidiary of the Company; (B) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of Equity Interests of a Subsidiary of the Company, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (C) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case, as to which the Company or any of its Subsidiaries has any outstanding liabilities or obligations).
(c) Each Seller is the holder of the Acquired Interests set forth across such Seller’s name on Section 3.04(a) of the Disclosure L...
Capitalization and Ownership. Schedule 6.1.2, which shall be delivered on or prior to the Closing Date, states the authorized capital stock of TGI as of the Closing Date, the issued and outstanding shares (referred to herein as the “Shares”) of such stock as of November 19, 2013, and the names of any parties beneficially owning, individually or through affiliates, more than 5% thereof as of the Closing Date. All of the Shares have been validly issued and are fully paid and nonassessable. As of the Closing Date, there are no options, warrants or other rights outstanding to purchase any such Shares except as disclosed in Schedule 6.1.2.
Capitalization and Ownership. (a) The authorized and outstanding capital stock of the Company is set forth in Section 3.2 of the Disclosure Letter. Except as set forth in Section 3.2 of the Disclosure Letter, all of the Capital Stock is owned of record and beneficially by the Shareholders, free and clear of all liens, security interests, pledges, equities, proxies, claims, charges, adverse claims, mortgages, rights of first refusal, preemptive rights, restrictions, encumbrances, easements, covenants, conditions, licenses, options or title defects of any kind whatsoever (“Encumbrances”).
(b) Except as set forth in Section 3.2 of the Disclosure Letter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company.
(c) The Capital Stock represents all of the issued and outstanding equity securities of the Company, and all of the outstanding Capital Stock is duly authorized, validly issued, fully paid, and non-assessable, was not issued in violation of the terms of any agreement or other understanding binding upon the Company, and was issued in compliance with all applicable laws and regulations.
(d) The consummation of the transactions contemplated hereby will not cause any Encumbrances to be created or suffered on the Capital Stock, other than Encumbrances created or suffered by Buyer.
Capitalization and Ownership. (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.
Capitalization and Ownership. (a) The authorized capital stock of the Company consists of (i) 2,500,000 shares of Common Stock, of which 1,893,854 shares are issued and outstanding and 380,977 shares are held by the Company as treasury stock, (ii) 200,000 shares of preferred stock of the Company, par value $0.01 per share (“Preferred Stock”): (a) 100,000 shares of Preferred Stock has been designated Series A Preferred Stock, of which 80,263 shares are issued and outstanding and 718 shares are held by the Company as treasury stock, (b) 36,000 shares of Preferred Stock has been designated Senior Preferred Stock, of which 17,850 shares are issued and outstanding, and (c) 15,000 shares of Preferred Stock has been designated Senior Series A Preferred Stock, of which 7,000 shares are issued and outstanding. Section 3.4(a) of the Company Disclosure Schedule sets forth, the amount of Company Stock held by each Shareholder, together with the domicile address of such Shareholder. The Company has no other capital stock authorized, issued or outstanding. All of the outstanding shares of the Company Stock are duly authorized, validly issued, fully paid and non-assessable and have been issued in accordance with the Company Charter Documents. The outstanding shares of Company Stock were not issued in violation of, and are not subject to, any preemptive rights and are free from any restrictions on transfer, except for restrictions imposed by Federal or state securities or “blue sky” Laws. None of the outstanding shares of the Company’s capital stock was issued in violation of the Securities Act of 1933, as amended, or applicable state securities Laws. There are no bonds, debentures, notes or other Indebtedness of any type whatsoever of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any shareholders of the Company may vote. Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, except for the Equity Awards granted under the Company Option Plans and except for rights granted to Parent under this Agreement, there are no outstanding options, warrants, calls, demands, stock appreciation rights, Contracts or other rights of any nature to purchase, obtain or acquire or otherwise relating to, or any outstanding securities or obligations convertible into or exchangeable for, or any voting agreements with respect to, any shares of capital stock of the Company or any other securities of the Company an...
Capitalization and Ownership. 8 3.5 Subsidiaries ................................................................... 9 3.6