Capitalization of the Company Group Clause Samples
The 'Capitalization of the Company Group' clause defines the ownership structure and equity distribution within the group of companies covered by the agreement. It typically outlines the number and types of shares or ownership interests held by each member or affiliate, and may specify any outstanding options, warrants, or convertible securities. This clause ensures all parties have a clear understanding of who owns what portion of the company group, thereby preventing disputes over ownership and providing transparency for decision-making and future transactions.
Capitalization of the Company Group. (a) All of the issued and outstanding shares of capital stock or other equity interests of each member of the Company Group have been duly authorized and validly issued, are (or, at the Closing, will be) fully paid and non-assessable (to the extent such concept is applicable in the jurisdiction of organization of the relevant member of the Company Group), have been issued in compliance with applicable Law and have not been issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights and are free and clear of any Encumbrances. Set forth on Section 3.04(a) of the Sellers Disclosure Schedules is, with respect to each member of the Company Group and, to the Sellers’ Knowledge, each of the Company Joint Ventures as of the date hereof, (i) the jurisdiction of incorporation or organization of such Person, (ii) the number of authorized, issued and outstanding shares of capital stock or other equity interests of such Person and (iii) the identity of each Person who holds such shares of capital stock or other equity interests of such member of the Company Group or Company Joint Venture. Except as set forth on Section 3.04(a) of the Sellers Disclosure Schedules, (A) there are no authorized, issued or outstanding shares of capital stock or other equity interests of any member of the Company Group or, to the Sellers’ Knowledge, any Company Joint Venture, (B) no member of the Company Group and, to the Sellers’ Knowledge, no Company Joint Venture has any other shares of capital stock or other equity interests authorized, issued or outstanding and (C) neither the Company nor any of its Subsidiaries owns any equity interest in any Person other than the Company’s Subsidiaries or the Company Joint Ventures. There are no agreements, options, warrants, calls, rights or other instruments or agreements relating to the sale, issuance or redemption of any shares of capital stock or other equity interests of any member of the Company Group, or any securities or other instruments convertible into, exchangeable for, evidencing the right to purchase, or otherwise requiring any member of the Company Group to make a payment or otherwise provide value or benefits in respect of the value of, such shares of capital stock or other equity interests, in each case, to which any of the Selling Entities or any member of the Company Group is a party or by which it is bound.
(b) Except as set forth on Section 3.04(b) of the Sellers Disclosure Sched...
Capitalization of the Company Group. The Equity Interests constitute all of the issued and outstanding capital stock, membership interests or other equity interests of the Company Group and are duly authorized, validly issued, fully-paid and non-assessable. The Equity Interests are held beneficially and of record by Seller as set forth on Section 3.2 of the Company Disclosure Schedules, free and clear of any Encumbrances and restrictions on transfer (other than restrictions on transfer under applicable securities Laws), were issued, sold and delivered in material compliance with all applicable Laws governing the issuance of securities and were not issued in violation of (or subject to) any preemptive rights, rights of first refusal or offer, or other similar rights. As of the date of this Agreement, there are no declared or accrued but unpaid dividends with respect to any of the Equity Interests. Except for the Equity Interests, no member of the Company Group has any outstanding Equity Equivalents. There are no (a) outstanding obligations of any member of the Company Group (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Interests or (b) voting trusts, proxies or other similar agreements with respect to the voting or transfer of any Equity Interests.
Capitalization of the Company Group