Capitalization of Newco Clause Samples

Capitalization of Newco. As of the date hereof, the authorized capital stock of NEWCO consists of 1,000 shares of Common Stock, par value $.01 per share, of which 100 shares are issued and outstanding.

Capitalization of Newco. The authorized capital stock of Newco currently consists of shares of Newco Common Stock, all of which are issued and outstanding and owned beneficially and of record by the Company.

Capitalization of Newco. (a) The parties will seek to capitalize Newco as described in Schedule B attached hereto. Amerigon's capital contribution to Newco shall ---------- consist of (1) the license to Newco of its electric vehicle ("EV") technology on an exclusive basis for the manufacture, distribution, sale and servicing of the Products in the Territory, (2) the contribution in-kind of certain tangible assets (electric vehicles and manufacturing kits as set forth on Schedule A), ---------- and (3) those other assets described in Schedule A attached hereto. Maini's ---------- capital contribution will consist of (1) the homologation certification of the earlier version of the ▇▇▇▇ and any other exemptions/concessions including sales tax and road tax exemptions/concessions, (2) market research and studies for the ▇▇▇▇, (3) supplier information and test results and (4) cash and in-kind capital contribution as described in Schedule A attached hereto and shall be made at the ---------- times and in the manner specified in Schedule A hereto. CM, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ---------- ▇▇▇▇▇ ▇▇▇▇ will each receive equity as set forth on Schedule B in the form of a ---------- restricted stock grant for services rendered in the past and future. Such restricted stock will be non-transferable until vested. 30% of such stock for each will vest immediately and the remainder will vest in equal monthly amounts over a three year period from the formation of Newco or earlier upon such person completing providing services to Newco as specified in the Schedule A. Failure to provide ---------- services as contemplated by the Operating Plan will result in a forfeiture of the restricted stock grant. In addition, US$2.67 million is intended to be raised from Investors. A portion of the equity (4.5%) will be reserved for future issuance for purposes including a stock option plan (which may not exceed 2% of the total capital), raising additional capital, and issuance to employees in exchange for salary reductions (for such purpose, at a price of 50% of the then fair market value of the equity). Except as set forth in the preceding sentence, all future non-cash contributions shall be valued at fair market value or other mutually agreeable valuation method. (b) The charter documents of Newco will contain effective prohibitions on ▇▇▇▇▇ and CM individually or collectively having 50% or greater ownership of Newco or having the right to appoint a majority of the members of the Board of Directors of Newco. It is unde...

Capitalization of Newco. The authorized capital stock of Newco consists of: 113,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of Series A voting common stock, par value $0.01 per share; (ii) 3,500,000 shares of Series B non-voting common stock, par value $0.01 per share); and (iii) 9,500,000 shares of blank check preferred stock, par value $25.00. As of the date of this Agreement, (x) 100 shares of Series A voting common stock were issued and outstanding, and (y) no shares were issued and held by Newco in its treasury. All of the outstanding shares of capital stock of Newco are, and all shares of capital stock of Newco which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive or similar rights (and were not issued in violation of any preemptive or similar rights). As of the date of this Agreement, except as set forth in this Section 5.02 or as contemplated by the other Transaction Documents, (i) there are no other equity securities of Newco or any of its Subsidiaries issued or authorized and reserved for issuance, (ii) there are no outstanding options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating Newco or any of its Subsidiaries to issue, transfer or sell any equity interest of Newco or such Subsidiary or any securities convertible into or exchangeable for such equity interests, or any commitment to authorize, issue or sell any such equity securities, except pursuant to this Agreement, and (iii) there are no contractual obligations of Newco or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity interest in Newco or any of its Subsidiaries or any such securities or agreements listed in clause (ii) of this sentence. Neither Newco nor any of its Subsidiaries has outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with Newco’s stockholders on any matter. There are no voting trusts or other agreements or understandings to which Newco or any of its Subsidiaries is a party with respect to the voting or registration of capital stock or other equity interest of Newco or any of its Subsidiaries. No Subsidiary of Newco owns any capital st...

Capitalization of Newco. The authorized capital stock of Newco consists of 20,000,000 shares of Newco Common Stock, no shares of which are issued and outstanding, and 1,000,000 shares of preferred stock, $0.01 par value, no shares of which are issued and outstanding. Except as set forth in Section 7.3 of the Disclosure Schedule, there are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating Newco to issue any additional shares of its capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock. As of the Closing after giving effect to the capital stock issuances set forth in Sections 1.2(b) and 2.3, Newco will have 10,000,000 shares of Newco Common Stock issued and outstanding, all of which will be validly issued, fully-paid, non-assessable and free and clear of any Liens (other than those arising by virtue of the Stockholders Agreement).

Capitalization of Newco. On the Closing Date, immediately following the transactions described in Section ‎2.2 and immediately prior to the transaction described in Section ‎2.4, WFSG shall cause WFSG Sub to (a) contribute to Newco $102,000,000 in cash and (b) issue to Newco the WFSG Sub Note, and ▇▇▇▇▇▇▇▇ shall guaranty WFSG Sub’s obligations to Newco under the WFSG Sub Note by executing and delivering the note guaranty agreement, attached hereto as Exhibit M (the “Note Guaranty Agreement”).

Capitalization of Newco. The authorized capital stock of Newco on the date hereof consists of 100 shares of voting common stock, without par value, all of which are validly issued and held by OHF.

Capitalization of Newco. The ▇▇▇▇▇▇ Group shall contribute ----------------------- thirty-two thousand dollars ($32,000), the Barotz Group shall contribute eight thousand dollars ($8,000) and the ▇▇▇▇▇-▇▇▇▇ Group shall contribute eight thousand dollars ($8,000) to capitalize NewCo. In the event that ▇▇▇▇▇▇ determines that NewCo requires additional capital to effect the purpose of this Agreement, then ▇▇▇▇▇▇ shall notify each Control Group of its pro rata share of the additional capital requirement, and each Control Group shall have five (5) business day to contribute such additional capital; provided, that no Control Group shall be -------- obligated to contribute its pro rata share of additional capital unless the ▇▇▇▇▇▇ Group contributes its pro rata share of the additional capital. In the event that either the Barotz Group or the ▇▇▇▇▇-▇▇▇▇ Group fails to make a contribution required hereunder, the ▇▇▇▇▇▇ Group may, at its option, contribute such amount on behalf of such other Control Group(s), and such contribution shall be deemed a loan from the ▇▇▇▇▇▇ Group to such other Control Group(s), payable on demand, with interest at a rate of 18% per annum.

Capitalization of Newco. (a) NEWCO’s maximum number of authorized shares is 50,000 shares, par value U.S.$1.00 per share. As of the date hereof, there is one (1) share issued and outstanding. Except as set forth above, there are outstanding (i) no shares or other voting securities of NEWCO, (ii) no securities of NEWCO convertible into or exchangeable for shares or other voting securities of NEWCO, (iii) no options, warrants or other rights to acquire from NEWCO (including any rights issued or issuable under a members rights plan or similar arrangement), and no obligations of NEWCO to issue, any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of NEWCO, (iv) no equity equivalents, interests in the ownership or earnings of NEWCO or other similar rights (the shares, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the “NEWCO’s Securities”), and (v) no outstanding obligations of NEWCO to repurchase, redeem or otherwise acquire any of the NEWCO’s Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity.