Capitalization; Structure; No Investments Sample Clauses

Capitalization; Structure; No Investments. (a) The entire authorized capital stock of the Company is 1,000 shares of no par value Common Stock, of which 150 shares are issued and outstanding and all are owned by the Stockholder. Except as disclosed in Stockholder Disclosure Schedule 2.2(a)(1), all of the issued and outstanding Shares have been duly and validly issued and are fully paid and nonassessable, free of preemptive rights and are owned by the Stockholder. There are outstanding (1) no other shares of capital stock or other voting securities of the Company, (2) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (3) no options, warrants or other rights to acquire from the Company (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (4) no equity equivalents, interests in the ownership or earnings of the Company (including stock appreciation or phantom stock rights) or other similar rights (with the securities listed in clauses (1) through (4) referred to collectively as the "Company's Securities"), and (5) no outstanding obligations of the -------------------- Company to repurchase, redeem or otherwise acquire any Company Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. Except as set forth in Stockholder Disclosure Schedule 2.2(a)(1), no decision has been taken by the Stockholder to distribute profits or reserves or to repay capital, which still has to be executed, and no distribution will be made after the date hereof that will prevent accounting for the Stock Exchange as a pooling of interests. The Stockholder's Register, a copy of which is attached hereto as Stockholder Disclosure Schedule 2.2(a)(2), is true, accurate and complete. No depositary receipts have been issued against the Shares. (b) The Company has no Subsidiaries nor any equity investment of any kind in any corporation, partnership, limited liability company, joint venture or other legal entity.
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Capitalization; Structure; No Investments. The authorized capital stock of the Company consists of 300,000 shares of common stock, par value $.01 per share, of which 60,000 shares are issued and outstanding. All of the issued and outstanding shares of the Company's capital stock are validly issued, fully paid and nonassessable and owned by the Shareholder. There are no outstanding obligations, options, warrants or other rights of any kind to acquire shares of capital stock of any class of the Company or any interest in the Company or any of its businesses.
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Capitalization; Structure; No Investments. (a) The authorized capital stock of the Company consists of 15,000 shares of common stock, par value $1.00 per share, of which 3,910 shares are issued and outstanding. All of the issued and outstanding shares of the Company’s capital stock are validly issued, fully paid and nonassessable and owned by the Shareholders as set forth in Exhibit A. There are no outstanding obligations, options, warrants or other rights of any kind to acquire shares of capital stock of any class of the Company or any interest in the Company or any of its businesses. (b) The Company has no subsidiaries and no equity investment of any kind in any corporation, association, partnership, joint venture or other entity.
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Capitalization; Structure; No Investments. As of March ----------------------------------------- 17, 1998, Buyer's entire authorized capital stock consists of 50,000,000 shares, 40,000,000 of which are classified as Common Stock, $.01 par value ("Buyer ----- Common Stock"), and 10,000,000 of which are classified as Preferred Stock, par ------------ value $.01 per share, with 200,000 shares designated as Series A Junior Participating Preferred Stock. As of the date hereof, no shares of Preferred Stock are issued or outstanding, 29,670,910 shares of Buyer Common Stock are outstanding and 4,574,272 shares of Buyer Common Stock were reserved for issuance upon exercise of options outstanding under Buyer's stock option plans (the "Outstanding Buyer Options"), 38,601 shares of Buyer Common Stock were ------------------------- reserved for issuance upon exercise of outstanding warrants (the "Outstanding ----------- Buyer Warrants"), 2,153,327 shares of Buyer Common Stock were reserved for -------------- issuance upon exercise of future option grants under Buyer's stock
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Capitalization; Structure; No Investments. (a) The Members own all of the membership and equity interests in and of the Seller, and there are no securities of Seller convertible into or exchangeable for membership or equity interests or voting securities of Seller or any options, warrants or other rights to acquire from Seller, or obligations of Seller to issue, any membership or equity interests, voting securities or securities convertible into or exchangeable for membership or equity interests or voting securities of Seller. Schedule 3.2(a) sets forth the respective membership interests of each Member. (b) Seller has no subsidiaries nor any equity investment of any kind in any corporation, partnership, limited liability company, joint venture or other legal entity.
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Capitalization; Structure; No Investments. (a) The entire authorized capital stock of the Company is 1,000 shares of Common Stock, no par value per share, of which 560 shares are issued and outstanding and all of such issued and outstanding shares are owned by the Stockholders as set forth on Schedule A. All of the issued and outstanding shares of the Company's Common Stock have been duly and validly issued and are fully paid and nonassessable, free of preemptive rights and are owned by the Stockholders. Except as set forth on Schedule 4.2(a), there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company (including stock appreciation or phantom stock rights) or other similar rights, and (v) no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any securities of the Company or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) The Company has no subsidiaries nor any equity investment of any kind in any corporation, partnership, limited liability company, joint venture or other legal entity.
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Capitalization; Structure; No Investments. As of the date hereof, Buyer's entire authorized capital stock consists of 90,000,000 shares, 80,000,000 of which are classified as Common Stock, $.01 par value ("Buyer Common Stock"), and 10,000,000 of which are classified as Preferred Stock, par value $.01 per share, with 900,000 shares designated as Series A Junior Participating Preferred Stock. As of October 31, 1998, no shares of Preferred Stock are issued or outstanding and 48,580,296 shares of Buyer Common Stock are issued and outstanding.
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Related to Capitalization; Structure; No Investments

  • Capitalization, Etc (A) The authorized capital stock of the Company consists of one thousand (1,000) shares of Common Stock (no par value), of which fifty-one (51) shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, 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 or the Subsidiary; (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 or the Subsidiary; (iii) Contract under which the Company or the Subsidiary 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 or the Subsidiary. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule 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 or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

  • Capitalization The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Capitalization of Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.