Capitalization; Ownership Sample Clauses
The 'Capitalization; Ownership' clause defines how ownership interests in a company are structured and recorded, particularly focusing on the company's capital stock or equity. It typically outlines the types and amounts of shares authorized, issued, and outstanding, and may specify the rights and restrictions associated with different classes of shares. This clause ensures that all parties have a clear understanding of the company's ownership structure, helping to prevent disputes over equity and clarifying who holds what percentage of the business.
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Capitalization; Ownership. Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capi...
Capitalization; Ownership. As of the Effective Date, CM will own the Call Shares. Upon delivery of and payment for the Call Shares at the Call Closing as provided herein, the Investor shall acquire good title to the Call Shares delivered by CM, free and clear of all Liens other than Permitted Liens. As of the date hereof, CM is not a party to, and has no knowledge of, any voting trust, proxy or any other agreement or understanding with respect to the Call Shares other than as created by the Transaction Agreements.
Capitalization; Ownership. The authorized capital stock of the Buyer consists of 63,566,871 shares of common stock, .001 par value, of which shares are issued and outstanding. There are no other authorized classes or series of capital stock or other equity securities of the Buyer. All of the shares of common stock of the Buyer were validly issued, are fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights of any shareholder. Shareholders' pro rata Share ownership is set forth on Schedule 3.2. There are no outstanding Contracts that require Buyer to sell any shares of common stock of the Buyer, or that require the Buyer to issue or sell any shares of capital stock of the Buyer or any securities convertible into shares of capital stock of the Buyer. The Stock will represent approximately 7% of the outstanding capital stock of the Buyer. At the Closing, Buyer will deliver to Sellers valid title to all of the Stock free and clear of all Encumbrances. Except as set forth on Schedule 3.2, the Buyer owns all of the issued and outstanding shares of capital stock of each, of its subsidiary free and clear of all Encumbrances. The authorized capital, as well as the issued and outstanding stock of each such subsidiary is set forth on the Buyer's public filings in the SEC E▇▇▇▇ Database at w▇▇.▇▇▇.▇▇▇ on Forms 10K and 10Q. There are no other classes or series of capital stock or other equity securities of any Subsidiary. All of the shares of common stock of the Subsidiaries were validly issued, are fully paid and non-assessable, and were not issued in violation of any preemptive or similar rights of any shareholder. There are no outstanding Contracts that require the Buyer to sell any shares of common stock of any Subsidiary or that require any Subsidiary to issue or sell any shares of capital stock of any Subsidiary or any securities convertible into shares of capital stock of any Subsidiary. The Buyer owns beneficially and of record, all of the outstanding capital stock of each Subsidiary free and clear of all Encumbrances.
Capitalization; Ownership. (a) The authorized capital ------------------------- stock of the Company consists of (x) 1,066,667 shares of Preferred Stock, of which 1,033,333 shares are issued and outstanding and each share of which is convertible into one share of Common Stock and (y) 2,162,667 shares of Common Stock, of which (i) 400,033 shares are issued and outstanding, (ii) 672,572 shares are reserved for issuance pursuant to outstanding Company Options issued pursuant to the Company's 1995 Stock Plan (the "Company Stock Plan"), (iii) ------------------ 44,228 shares are reserved for issuance upon the granting of additional options pursuant to the Company Stock Plan and (iv) no shares are reserved for issuance pursuant to the Convertible Notes.
(b) Except for the Company Options, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company is a party or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company. Except for the Company Options, no other awards have been made pursuant to the Company Stock Plan. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of the capital stock of the Company or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Company is not a party to any agreement granting registration rights to any person with respect to any securities of the Company. All warrants issued pursuant to the Convertible Demand Note and Warrant Purchase Agreement dated as of October 10, 1996 among certain of the Stockholders and the Company (the "Company Warrants") ---------------- have been exercised pursuant to the cashless exercise provisions thereof and 20,833 Common Shares have been issued in satisfaction and cancellation of all such Company Warrants.
(c) The Shares constitute all the issued and outstanding capital stock of the Company and are owned of record and beneficially solely by the Stockholders free and clear of all encumbrances. All of the Shares are fully paid and nonassessable. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.
(d) The stock register of the Company accurately records: (i) the name and address of each person owning Shares and (ii) the certificate number of each certificat...
Capitalization; Ownership. Schedule 3.4 sets forth a true and complete list that accurately reflects (i) to Sellers’ Knowledge, the outstanding Equity Interests in OCI Wyoming L.P. and OCI Wyoming Co. and (ii) the name of each Seller and the number or amount of Equity Interests in each Company owned by such Seller. AHC is the record and beneficial owner of the OCI Wyoming Co. Interests, Bitco is the record and beneficial owner of the OCI Wyoming L.P. Interest, and, to Sellers’ Knowledge, OCI Wyoming Co. is the record and beneficial owner of the Limited Partner Interest, in each case (and to Seller’s Knowledge only with respect to the Limited Partner Interest) free and clear of any Liens other than Liens arising pursuant to (a) the right of Buyer to acquire the Purchased Interests pursuant to this Agreement, (b) the Organizational Documents of the Companies, or (c) restrictions on transfer pursuant to applicable securities Laws. To Sellers’ Knowledge, all of the Purchased Interests have been duly authorized and validly issued, are non-assessable, and were issued and sold in accordance with federal and applicable state securities Laws and were not issued in violation of any statutory preemptive rights or preemptive rights granted under the Organizational Documents of the Companies. Except as set forth on Schedule 3.4 with respect to certain preemptive rights granted under the Organizational Documents of the Companies and except for the rights of Buyer created pursuant to this Agreement, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the right to subscribe for or purchase Equity Interests in the Companies or obligating the Companies to issue or sell any Equity Interests in the Companies. There are no outstanding contractual obligations of the Companies to (x) repurchase, redeem or otherwise acquire any of the Purchased Interests or, to Sellers’ Knowledge, any of the other Equity Interests in the Companies or (y) to Sellers’ Knowledge, to provide funds to, or make any investment in, any other Person. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights affecting the Purchased Interests. Except for the Limited Partnership Interest owned by OCI Wyoming Co., the Companies do not own any Equity Interests or other securities in any other Person. At the Closing, Buyer will acquire good and valid title to the OCI Wyoming Co. Interest...
Capitalization; Ownership. (a) NMD owns 100% of the issued and outstanding limited liability company interests in each of Marlin GP and IDRH.
(b) All of the limited liability company interests in each of Marlin GP and IDRH are duly authorized and validly issued in accordance with the Organizational Documents of Marlin GP or IDRH, as applicable, and are fully paid (to the extent required under the Organizational Documents of Marlin GP or IDRH, as applicable) and nonassessable (except as nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act) and have not been issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person.
(c) There are no preemptive rights, rights of first refusal or other outstanding rights, options, warrants, conversion rights, equity appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate Marlin GP or IDRH to issue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity interests in Marlin GP or IDRH, and no securities or obligations evidencing such rights are authorized, issued or outstanding.
(d) Marlin GP owns the Marlin GP Interests free and clear of all Liens, other than (i) transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the Organizational Documents of Marlin GP. IDRH owns the IDRH Subject Interests free and clear of all Liens, other than (x) transfer restrictions imposed by federal and state securities laws and (y) any transfer restrictions contained in the Organizational Documents of IDRH.
(e) No NMD Party is a party to any agreements, arrangements or commitments obligating any NMD Party to grant, deliver or sell, or cause to be granted, delivered or sold, the IDRH Subject Interests or the Marlin GP Interests, by sale, lease, license or otherwise, other than this Agreement.
(f) There are no voting trusts, proxies or other agreements or understandings to which any NMD Party is bound with respect to the voting of the IDRH Subject Interests or the Marlin GP Interests.
(g) Marlin GP has no Subsidiaries other than ▇▇▇▇▇▇ and its Subsidiaries. IDRH has no Subsidiaries.
Capitalization; Ownership. (a) The authorized capital stock of the Company consists of 500,000 shares of Company Common Stock, of which 62,500 shares are issued and outstanding (the "Company Shares"). The Company Shares are all of the issued and outstanding shares of capital stock of the Company and have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. There are not, as of the date hereof, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character (any of the foregoing, a "Commitment") obligating the Company to issue any additional shares of capital stock of the Company, or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock of the Company. The Company Stockholders own the respective number of shares of Company Common Stock set forth on Schedule 3.2(a) attached hereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. Each of the Company Stockholders has full legal right, power and authority to exchange, assign and transfer or cause to be exchanged, assigned or transferred their respective shares of Company Common Stock. The delivery to IES of the Company Shares pursuant to the terms of this Agreement will transfer valid title thereto, free and clear of all Liens other than restrictions imposed by applicable securities laws. No Company Stockholder has or will have appraisal or similar rights as a result of the consummation of the transactions contemplated by this Agreement.
(b) The authorized capital stock of each of the Subsidiaries consists of the number and type of shares of capital stock set forth on Schedule 3.2(b) (collectively, "Subsidiary Stock"). Schedule 3.2(b) also sets forth the number and type of shares of Subsidiary Stock which are issued and outstanding (collectively, "Subsidiary Shares"), the securities of any other corporation owned by the Company or any of the Subsidiaries, as well as the names of any joint venture, partnership or other noncorporate entity in which the Company or any of the Subsidiaries is a participant. The Subsidiary Shares are all of the issued and outstanding shares of capital stock of the Subsidiaries and are directly or ultimately owned by the Company, free and clear of any Liens other than restrictions imposed by applicable securities laws, and have been duly authorized and validly issued and are fully paid and nonas...
Capitalization; Ownership. (a) Seller indirectly owns 100% of the outstanding equity interests of each Selling Subsidiary. The Selling Subsidiaries are the sole owners, beneficially and of record, of 100% of the outstanding Holdings LLC Interests free and clear of any Lien and will transfer and deliver to Buyer at the Closing good and valid title to the Holdings LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Holdings LLC is the sole owner, beneficially and of record, of (i) 100% of the outstanding Gas Services GP LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities), (ii) 5,696,752 Common Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities) and (iii) 11,513,625 Subordinated Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Gas Services GP is the sole owner, beneficially and of record, of (x) 469,944 General Partner Units, which constitute 100% of the outstanding General Partner Units and (y) 100% of the outstanding Incentive Distribution Rights, in each case, free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). As of the date of this Agreement, there were 16,988,429 Common Units outstanding, 11,513,625 Subordinated Units outstanding, 469,944 General Partner Units outstanding and 547,772 Phantom Units outstanding under KGS’ Second Amended and Restated 2007 Equity Plan (the “2007 Equity Plan”), of which 516,263 represent the right to receive 516,263 Common Units upon vesting of such Phantom Units and 31,509 represent the right to receive a cash payment equal to the Fair Market Value (as defined under the 2007 Equity Plan) ...
Capitalization; Ownership. (a) The statements in the Preamble regarding the ownership in the shares of the Group Companies are true and correct. As of Closing, VIA will be the sole shareholder of VIA GmbH.
(b) There are no options, warrants, convertible securities, or other rights, agreements, arrangements or commitments relating to the capital of any of the Group Companies obligating any of the Group Companies to issue or sell, or make payments with respect to, the capital of any of the Group Companies.
(c) All shares in any of the Group Companies are (i) validly issued and outstanding, fully paid and non-assessable, (ii) not subject to preemptive or any other similar rights of the shareholders of VIA or others, and (iii) are free and clear of any pledges, encumbrances, attachments or other third-party rights.
(d) The contributions towards the shares in the Group Companies have been fully paid up and have not been repaid in whole or in part. There are no obligations of any of the shareholders in any of the Group Companies to make additional contributions or subsidiary payments or to refund any amounts paid.
(e) The current articles of association of the Group Companies are included in Annex 3.12(e). No shareholders’ resolutions have been adopted which change or modify the articles of association of the Group Companies.
(f) None of the Group Companies own any shares or participation in any other company or legal entity (other than the Group Companies) and none of the Group Companies has entered into the obligation to acquire such shares or participation.
(g) No Group Company is party to any enterprise agreements within the meaning of §§ 291, 292 of the German Stock Corporation Act, any silent partnership agreements, or any similar agreements which would entitle a third party to participate in the profits or revenues or to exercise control of any of the Group Companies.
Capitalization; Ownership. (a) As at the Closing Date, the issued capital stock of the Company consists of 477,914 shares, of which 65,693 B ordinary shares have been issued to Advantage Growth Fund, 35,490 ordinary shares have been issued to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, 153,000 ordinary shares have been issued to Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 72,000 ordinary shares have been issued to ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 37,500 ordinary shares have been issued to ▇▇. ▇▇▇ ▇▇▇▇▇▇, 37,500 ordinary shares have been issued to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, 22,824 A ordinary shares have been issued to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, 22,118 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 15,059 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 3,530 A ordinary shares have been issued to Mr. ▇▇▇ ▇▇▇▇▇▇, 3,830 A ordinary shares have been issued to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, 1,980 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, 3,830 A ordinary shares have been issued to Mr. Phil Highett, 680 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, 680 A ordinary shares have been issued to ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇, 400 A ordinary shares have been issued to Mr. ▇▇▇▇▇ ▇▇▇▇, 400 A ordinary shares have been issued to Mr. ▇▇▇▇▇ ▇▇▇▇, 400 A ordinary shares have been issued to ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, 400 A ordinary shares have been issued to ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, 400 A ordinary shares have been issued to Ms. ▇▇▇▇▇ ▇▇▇▇▇▇ and 200 A ordinary shares have been issued to ▇▇. ▇▇ ▇▇▇▇. . All of the issued shares have been duly authorized and validly issued to the Sellers and are fully paid and non-assessable, have been issued in compliance with all applicable Law, including securities Laws, and was not issued in violation of or subject to any preemptive rights, put or call rights or obligations, rights of first refusal, anti-dilution rights or liquidation rights or other rights to subscribe for or purchase securities of the Company. Aside from the Equity Interest, there are no authorized, issued or outstanding shares of the Company. The Equity Interest comprise the whole of the issued ordinary share capital of the Company. The Sellers are the registered holders and beneficial owners of the Equity Interest. Upon the consummation of the Closing, 100% of the Common Stock of the Company will be issued and outstanding to the Purchaser.
(b) The Equity Interest is not, and shall not be, encumbered by any Lien or other interests of any other third party whatsoever. The Sellers collectively are the recorded and beneficial owners of all of the Equity Interest, free and clear o...