Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights. (b) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company. (c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Alcentra Capital Corp), Merger Agreement (Crescent Capital BDC, Inc.)
Capitalization; Subsidiaries. (a) As Section 2.5(a) of the close Seller Disclosure Schedule sets forth the number of business on August 8authorized, 2019issued and outstanding shares of capital stock or other equity interests and the record owner or owners thereof of JCG LLC, the authorized Company and each of the Company Subsidiaries. All of the outstanding shares of capital stock or other equity interests of JCG LLC, the Company and each Company Subsidiary are validly issued, fully paid and nonassessable and were issued in conformity with applicable Laws, have not been issued in violation of any preemptive or similar rights, and are owned, in the case of the ▇▇▇▇ ▇▇▇▇▇ USA Shares, by Seller (or, in the event the Reorganization is consummated prior to the Closing, JCG LLC), and in the case of the capital stock of each of the Company consists Subsidiaries, directly or indirectly by the Company (and, as a result of 100,000,000 Purchaser’s acquisition of the ▇▇▇▇ ▇▇▇▇▇ USA Shares (or, in the event the Reorganization is consummated prior to the Closing, the JCG LLC Interests), Purchaser is indirectly acquiring the capital stock and assets of each of the Company Subsidiaries), in each case free and clear of any Liens. Except as set forth in Section 2.5(a) of the Seller Disclosure Schedule, there are no outstanding options, warrants, calls, rights or commitments or any other agreements of any kind relating to the sale, issuance or voting of, or the granting of rights to acquire, any shares of the capital stock or equity interests of JCG LLC, the Company Common Stockor any Company Subsidiary, 12,875,566 or any securities or other instruments convertible into, exchangeable or exercisable for, or evidencing the right to purchase any shares of capital stock or equity interests of JCG LLC, the Company or any Company Subsidiary.
(b) Other than the Company Subsidiaries listed in Section 2.1 of the Seller Disclosure Schedule and set forth in Section 2.5(b) of the Seller Disclosure Schedule, there are no other Persons in which were issued and outstandingthe Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or similar interest. As of the date hereof, there are is no shares Person in which JCG LLC owns, of preferred stock authorizedrecord or beneficially, issued any direct or outstandingindirect equity or other similar interest or any right (contingent or otherwise) to acquire any direct or indirect equity or other similar interest. All In the event the Reorganization is consummated prior to the Closing, JCG LLC will own all of the issued and then outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights.
(b) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock interests of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on in Section 3.2(c2.5(c) of the Company Seller Disclosure LetterSchedule, the Company owns, directly or indirectly, all neither Seller nor any of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate its Affiliates owns any capital stock or other organizational documents for each securities of its SubsidiariesPurchaser.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Jean Coutu Group (PJC) Inc.), Stock Purchase Agreement (Rite Aid Corp)
Capitalization; Subsidiaries. (a) As The issued and outstanding Company Shares consist of the close of business on August 8, 2019, the authorized capital stock of the Company consists of 100,000,000 1000 shares of Company Common StockUSD10 each, 12,875,566 all of which were issued are owned by Seller free and outstanding. As clear of the date hereof, there are no shares of preferred stock authorized, issued or outstandingany Liens. All of the issued and outstanding shares of Company Common Stock Shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no Company Shares that remain subject to vesting or will be when issued fully paid, nonassessable and free of preemptive rights.
(b) As of the date of this Agreementforfeiture restrictions. Except as otherwise set forth above, there are no existing outstanding (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any of its Subsidiaries capital stock, voting securities or securities convertible into or exchangeable for such shares capital stock or equity interests, voting securities of the Company.
(b) All outstanding Company Shares have been issued and granted in material compliance with (i) all applicable securities laws and other Applicable Laws and (ii) contractual all requirements set forth in applicable Contracts.
(c) The Company has never repurchased, redeemed or otherwise reacquired any shares of its capital stock and there are no outstanding rights or obligations of the Company to repurchase or redeem any of its Subsidiaries securities.
(d) Section 3.05(d) of the Disclosure Schedule lists for each Subsidiary of the Company the percentage of equity securities owned or controlled, directly or indirectly, by the Company as of the date hereof. No Acquired Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements. There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests. All of the shares of capital of each of the Subsidiaries of the Company or any of its Subsidiariesare validly issued, or any securities representing fully paid (to the right to purchase or otherwise receive any capital stock of extent required under the applicable governing documents) and nonassessable and are owned by the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted any Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiaries.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Esports Entertainment Group, Inc.), Stock Purchase Agreement (Esports Entertainment Group, Inc.)
Capitalization; Subsidiaries. (a) As of the close of business on August 8December 18, 20192020, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock, 12,875,566 5,958,479 of which were issued and outstanding and 641,965 of which were held by the Company as treasury stock, and (ii) 2,000,000 shares of preferred stock, zero of which were issued and outstanding. As No shares of Company Common Stock are held by Subsidiaries of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. Company.
(b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act.
(bc) As of the date of this Agreementhereof, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, Subsidiaries or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(cd) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c3.2(d) of the Company Disclosure Letter. Except as set forth on Section 3.2(c3.2(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiaries.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Portman Ridge Finance Corp), Merger Agreement (Harvest Capital Credit Corp)
Capitalization; Subsidiaries. (a) As The Company is authorized to issue 10,000,000 shares of the close Company’s capital stock, of business on August 8, 2019, the authorized capital stock which 4,554,545 shares of the Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were Stock are issued and outstanding. As outstanding as of the date hereofof this Agreement, there are no and the Company does not have any other authorized or issued shares of preferred stock authorized, issued or outstandingcapital stock. All of the issued and outstanding shares of Company the Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have not been issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, any other applicable Law, the Company’s Governing Documents or any Contract to which the Company is a party or by which it or its securities are bound. All of the issued and outstanding shares of the Common Stock are or will be when issued fully paid, nonassessable owned of record and free of preemptive rightsbeneficially by the Seller.
(b) As There are no issued or outstanding options, warrants or other rights to subscribe for or purchase any equity interests of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares for, or that otherwise confer on the holder any right to acquire any equity interestssecurities of the Company, (ii) contractual obligations or preemptive rights or rights of first refusal or first offer with respect to the equity securities of the Company, nor are there any Contracts, commitments, understandings, arrangements or restrictions to which the Company or the Seller is a party or bound relating to any equity securities of the Company, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company. There are no voting trusts, proxies, shareholder agreements, registration rights agreements or any other agreements or understandings with respect to the voting, registration or transfer of the equity securities of the Company. All of the equity securities of the Company or any of its Subsidiaries have been granted, offered, sold and issued in compliance with all applicable foreign, state and federal securities Laws. There are no outstanding contractual obligations to repurchase, redeem or otherwise acquire any capital stock equity interests or securities of the Company. As a result of the consummation of the transactions contemplated by this Agreement, no equity interests, warrants, options or other securities of the Company are issuable and no rights in connection with any equity interests, warrants, rights, options or any of its Subsidiaries, or any other securities representing the right to purchase or otherwise receive any capital stock of the Company accelerate or any otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).
(c) Except as set forth in Section 4.6(c) of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference tothe Seller Disclosure Schedules, the Company does not have any Indebtedness.
(d) (i) the Company has never owned, directly or indirectly, any of its Subsidiaries stock, partnership interest or joint venture interest or other equity ownership interest in any other Person and (ivii) voting trusts there are no outstanding contractual rights, obligations or similar agreements arrangements to which the Company is a party with respect to and the voting value of which are based on the capital stock value of the Company.
(c) Each Subsidiary of any equity ownership or similar interests owned by the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter(including equity appreciation, the Company ownsphantom stock, directly profit participation or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive similar rights). The Company has made available no outstanding contractual obligations to Parent provide funds to, or make any investment (in the currently effective corporate form of a loan, capital contribution or otherwise) in, any other organizational documents for each of its SubsidiariesPerson.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the authorized capital stock The only equity interests of the Company consists of 100,000,000 shares of Company Common Stockthat are issued, 12,875,566 reserved for issuance or outstanding are the Purchased Interests held by Seller (all of which were issued and outstandingare uncertificated). As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. All of the issued and outstanding shares of Company Common Stock The Purchased Interests have been duly authorized and (as applicable) validly issued and are or will be when issued fully paidand, nonassessable and free of preemptive rights.
(b) As of the date of other than this Agreement, there are no existing not subject to (iother than, in the case of the following, applicable securities laws) options, warrants, calls, subscriptions or other rights, convertible securities, agreements issued in breach or commitments violation of any character purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the organizational and governance documents of the Company or any contract to which the Company or any of its Subsidiaries is a party obligating or is otherwise bound.
(b) Schedule 3.7 sets forth a true and correct list of all of the Company’s Subsidiaries, listing for each Subsidiary (as of the date hereof) the class and amount of authorized and outstanding equity interests of each of the Company's Subsidiaries and the record owners thereof, in each case, with respect to any equity interests owned by the Company or any of its Subsidiaries and, to issuethe Knowledge of the Company, transfer or sell any shares other Person. All of capital stock or other the outstanding equity interest in interests of each Subsidiary of the Company that are held by the Company or any of its Subsidiaries are duly authorized and validly issued and not subject to or issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of applicable law, the organizational and governance documents of any such Subsidiary or any contract to which the Company or any of its Subsidiaries is a party or is otherwise bound. Except as set forth on Schedule 3.7, there are no equity securities of the Subsidiaries of the Company issued, reserved for issuance, or outstanding. Except as set forth on Schedule 3.7, the Company or one of its Subsidiaries has good and valid title to all the equity interests of the Subsidiaries of the Company owned by any of the Company or any of the Subsidiaries of the Company, free and clear of all Liens (other than Permitted Liens described in clauses (v), (vi), (vii) and/or (xiii) of the definition of Permitted Liens), and is the record owner thereof.
(c) There are not any bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of the Company or any of its Subsidiaries may vote ("Voting Company Debt"). Except as set forth in Schedule 3.7, there are not any options, warrants, rights, convertible or exchangeable securities, phantom stock rights, stock appreciation rights, stock-based performance units or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of the Company or any such Subsidiary, or any security convertible or exercisable for or exchangeable into any equity interest of the Company or any such shares Subsidiary, or equity interestsany Voting Company Debt, (ii) obligating the Company or any such Subsidiary to issue, grant, extend or enter into any such option, warrant, right, security, unit or contract or (iii) that give any Person the right to receive any economic benefit or right from the Company or any such Subsidiary similar to or derived from the economic benefits and rights accruing to holders of equity interests of the Company or any of its Subsidiaries. There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock equity interests of the Company or any of its Subsidiaries, .
(d) Except for its interests in its Subsidiaries listed on Schedule 3.7 or any securities representing the right to purchase or as otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference toset forth on Schedule 3.7, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company ownsdoes not own, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests any equity interest in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or any other organizational documents for each of its SubsidiariesPerson.
Appears in 1 contract
Sources: Purchase Agreement (Coach Inc)
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The authorized capital stock of the Company consists of 100,000,000 200 shares of Company Common Stock, 12,875,566 of which were 200 shares are issued and outstanding. As Schedule 3.4(a) sets forth a complete and correct list of the date hereof, there are no record and beneficial ownership of the issued and outstanding shares of preferred stock authorized, issued or outstandingCompany Common Stock. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights.
(b) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are were duly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free were not issued in violation of any preemptive rightsrights or federal or state securities laws. Except as disclosed in Schedule 3.4(a) hereto, the Company has never repurchased or redeemed any shares of its capital stock, and there are no amounts owed or which may be owed to any person by the Company as a result of any repurchase or redemption of shares of its capital stock. Except as disclosed in Schedule 3.4(a) hereto, there are no agreements, arrangements or understandings to which the Company is a 7 12 party or by which it is bound to redeem or repurchase any shares of its capital stock. There are no outstanding options, warrants or other rights to purchase, or any securities convertible into or exchangeable for ("Convertible Securities"), Convertible Securities or shares of the capital stock of the Company, and there are no agreements, arrangements or understandings to which the Company is a party or by which it is bound pursuant to which the Company is or may be required to issue additional shares of its capital stock.
(b) Except as set forth in Schedule 3.4(b), the Company does not own, directly or indirectly, any equity securities, or options, warrants or other rights to acquire equity securities, or securities convertible into or exchangeable for equity securities, of any other corporation, limited liability company or similar entity (whether domestic or foreign), or any partnership or other equity interest in any general or limited partnership or unincorporated joint venture (each of such corporations, limited liability companies, similar entities, partnerships or unincorporated entities in which the Company has any direct or indirect interest, individually, a "Subsidiary" and collectively, "Subsidiaries"). The Company has made available to Parent the currently effective corporate authorized and outstanding capital stock or other organizational documents for equity interests of each Subsidiary consists of the classes and numbers of shares of capital stock or percentage of such equity interests set forth in Schedule 3.4(b). Schedule 3.4(b) sets forth a complete and correct list of the record and beneficial ownership of the issued and outstanding shares of each class of capital stock or equity interest of each Subsidiary. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary were duly authorized and validly issued and are fully paid and nonassessable, and were not issued in violation of any preemptive rights or federal, state or foreign securities laws. Except as disclosed in Schedule 3.4(a) hereto, no Subsidiary has ever repurchased or redeemed any shares of its Subsidiariescapital stock or equity interests, and there are no amounts owed or which may be owed to any person by any Subsidiary as a result of any repurchase or redemption of shares of its capital stock or other equity interests. Except as disclosed in Schedule 3.4(a) hereto, there are no agreements, arrangements or understandings to which any Subsidiary is a party or by which it is bound to redeem or repurchase any shares of its capital stock or other equity interests. There are no outstanding options, warrants or other rights to purchase, or any securities convertible into or exchangeable for ("Convertible Securities"), Convertible Securities or shares of the capital stock or other equity interests of any Subsidiary, and there are no agreements, arrangements or understandings to which any Subsidiary is a party or by which it is bound pursuant to which the such Subsidiary is or may be required to issue additional shares of its capital stock.
Appears in 1 contract
Sources: Merger Agreement (Mail Com Inc)
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The Company’s authorized capital stock consists solely of the Company consists of 100,000,000 220,000,000 authorized shares of Company Class A Common Stock, 12,875,566 20,837,781 of which were are presently issued and outstanding; 220,000,000 authorized shares of Class B Common Stock, none of which are presently issued and outstanding; and 20,000,000 shares of Preferred Stock, 16,789,417 of which have been designated as Series A Preferred Stock and are presently issued and outstanding, in each case, which shares are held beneficially and of record by the Persons set forth on Schedule 3.5(a) in the amounts set forth opposite such Person’s name. As No shares of the date hereof, there Company’s capital stock are no held as treasury shares. Up to 4,846,243 shares of preferred stock authorizedClass A Common Stock are reserved for issuance upon exercise of all outstanding Options under the Option Plan and the Warrant. Except as set forth in this Section 3.5(a) or in Schedule 3.5(a), issued or outstanding. All of the issued and outstanding Company does not have (i) any shares of Company Common Stock have been duly or Preferred Stock reserved for issuance, or (ii) any outstanding or authorized and validly issued and are option, warrant or will be when issued fully paidother right, nonassessable and free relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of preemptive rights.
(bits capital stock. Except as set forth in this Section 3.5(a), Schedule 3.5(a) As of the date of or in this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any (ii) voting trusts, proxies or other agreements among the Company’s stockholders with respect to the voting or transfer of its Subsidiariesthe Company’s capital stock. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable. Except as set forth on Schedule 3.5(a), there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.
(b) All Subsidiaries of the Company are listed on Schedule 3.5(b). All of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record by the Company, directly or indirectly, is validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer, Taxes or Liens. There are no (i) authorized or outstanding securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its the Subsidiaries convertible into or exchangeable for, or options or warrants or the right to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any other securities of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries’ stockholders with respect to the voting or transfer of the Subsidiaries’ capital stock, or (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, outstanding obligations of the Company or any of its the Subsidiaries to repurchase, redeem or (iv) voting trusts otherwise acquire any outstanding shares of capital stock or similar agreements to which the Company is a party with respect to the voting other ownership interests in any Subsidiary. All of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable.
(c) Each Subsidiary of Except for the Company on the date hereof is Subsidiaries listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure LetterSchedule 3.5(b), the Company ownsdoes not control or have any equity participation or similar interest in any corporation, directly partnership, limited liability company, joint venture, trust or indirectly, all other business association or entity. All of the issued and outstanding companyequity securities of the Company have been offered, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable sold by the Company in compliance with all applicable federal and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiariesstate securities laws.
Appears in 1 contract
Sources: Merger Agreement (Webmd Corp /New/)
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The entire authorized capital stock of the Company consists of 100,000,000 (i) 10,000,000 shares of Company Preferred Stock, of which 5,125,000 have been designated Series A Preferred Stock and of which no shares are issued and outstanding, and (ii) 10,000,000 shares of Common Stock, 12,875,566 of which were 1,124,844 shares (all of which are included in the Housecall Stock) are issued and outstanding. As of outstanding and 190,602 are reserved for issuance pursuant to outstanding warrants or pursuant to options granted under the date hereof, there are no shares of preferred stock authorized, issued or outstandingCompany’s 2002 Stock Incentive Plan (which warrants and options constitute the Options). All of the issued and outstanding shares of Company Common Stock of the Company have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record and beneficially by the Sellers as set forth on the Capitalization Schedule attached hereto. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any Subsidiary to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any Subsidiary. Notwithstanding anything contained on the Capitalization Schedule, Sellers expressly warrant that the Common Stock and Options now constitute, and will at the Closing constitute, the entire equity interest in the Company, on a fully diluted basis, such that Purchaser will acquire at the Closing 100% of the equity interest in the Company and such interest will not be subject to dilution by virtue of any act or deed by any Seller or any act or deed by the Company prior to the Closing.
(b) Housecall Medical Resources, Inc., a Delaware corporation (“Housecall”), is a Subsidiary of the Company and is owned, beneficially and of record, directly by the Company. The Subsidiaries Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of incorporation or formation, as applicable, (ii) the number of shares of authorized capital stock of each class of its capital stock or membership interests, as applicable, (iii) the number of issued and outstanding shares or membership interests, as applicable, of each class of its capital stock or membership interests, as applicable, the names of the holders thereof, and the number of shares or membership interests, as applicable, held by each such holder, and (iv) the number of shares or membership interests, as applicable, of its capital stock or membership interests, as applicable, held in treasury. All of the issued and outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary of the Company have been duly authorized and are validly issued and are or will be when issued issued, fully paid, nonassessable and free nonassessable. Except as set forth on the Subsidiaries Schedule, the Company and its Subsidiaries, collectively, hold of preemptive rights.
(b) record, own beneficially and have good and marketable title to all of the outstanding shares or membership interests, as applicable, of each Subsidiary of the Company. As of the date Closing, such shares or membership interests, as applicable, shall be free and clear of this Agreementany restrictions on transfer, there are no existing (i) Liens, security interests, options, warrants, callspurchase rights, subscriptions contracts, commitments, equities, claims, and demands (other than restrictions under the Securities Act and state securities laws). There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other rights, convertible securities, agreements contracts or commitments that could require any of any character to which the Subsidiaries of the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer sell or sell otherwise cause to become outstanding any shares of such Subsidiary’s own capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity membership interests, (ii) contractual obligations of the Company as applicable. There are no outstanding or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital authorized stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rightsappreciation, phantom equity stock, profit participation or similar rights with respect toto any Subsidiary of the Company. There are no voting trusts, proxies, or valued in whole other agreements or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party understandings with respect to the voting of the any capital stock or membership interests, as applicable, of any of the Company and its Subsidiaries. None of the Company and its Subsidiaries controls directly or indirectly or has any direct or indirect equity ownership or participation in any corporation, partnership, trust, or other business association that is not a Subsidiary of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiaries.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As All of the close of business on August 8, 2019, the authorized capital stock issued and outstanding Equity Securities of the Company consists are owned beneficially and of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As record as set forth in Section 3.5(a)(i) of the date hereof, there are no shares of preferred stock authorized, issued or outstandingDisclosure Schedule. All of the issued and outstanding shares Equity Securities of the Subsidiaries are owned beneficially and of record by the Company. All of the issued and outstanding Equity Securities of each member of the Company Common Stock Group have been duly authorized and authorized, validly issued and are or will be when issued issued, fully paid, nonassessable and free nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights.
(b. Other than as set forth in Section 3.5(a)(ii) As of the date of this AgreementDisclosure Schedule, there are no existing (i) currently outstanding or authorized options, phantom stock or interests, warrants, rights, contracts, rights of first refusal or first offer, calls, subscriptions puts, rights to subscribe, conversion rights, or other rights, convertible securities, agreements or commitments of any character to which any member of the Company or any of its Subsidiaries Group is a party obligating or which are binding upon any member of the Company Group providing for the issuance, disposition, or acquisition of any Equity Securities of its Subsidiaries any member of the Company Group. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to issueany member of the Company Group, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer or sell of any shares of capital stock or other equity interest in the Company or Equity Securities of any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations member of the Company or any of its Subsidiaries to repurchaseGroup. There are no voting trusts, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiariesproxies, or any securities representing the right to purchase other agreements, restrictions or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party understandings with respect to the voting of any of the capital stock or other Equity Securities of any member of the CompanyCompany Group. No member of the Company Group is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of such Company Group member.
(cb) Each Subsidiary Except for the Company’s ownership of the Equity Securities of the Subsidiaries, no member of the Company on Group owns or holds the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests right to acquire any Equity Securities in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiariesany Person.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Agrify Corp)
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The entire authorized capital stock of the Company consists of 100,000,000 23,000,000 shares of Company Common Stock and 1,000,000 shares of Preferred Stock. There no shares of Preferred Stock, 12,875,566 and 9,274,719 shares of which were Common Stock issued and outstanding as of the date hereof. All shares of Common Stock are uncertificated shares represented by book-entry. As of the date hereof, Options to purchase an aggregate of 1,121,004 shares of Common Stock are issued and outstanding. As of the date hereof, there are no Warrants to purchase an aggregate of 12,294,857 shares of preferred stock authorized, Common Stock are issued or and outstanding. All of the issued and outstanding shares of Company Common Stock Shares have been duly authorized and are validly issued issued, fully paid and are or will be when issued fully paid, nonassessable non-assessable. Except for the Options and free of preemptive rights.
(b) As of the date of this AgreementWarrants, there are no existing (i) outstanding or authorized options, warrants, callspurchase rights, subscriptions subscription rights, conversion rights, exchange rights or other rights, convertible securities, agreements contracts or commitments of any character to which that could require the Company to issue, sell or otherwise cause to become outstanding any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letterstock. Except as set forth on Section 3.2(cSchedule 4.3(a) of the Company Disclosure Letter, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company.
(b) The Company owns, directly or indirectly, Stockholders are the sole owners (of record and beneficially) of all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiaryshares of Common Stock, free and clear of all Liens except for Permitted Liens, and all in the respective amounts set forth on Schedule 4.3(b) of such company, partnership or corporate the Disclosure Letter.
(as applicablec) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available does not have any subsidiaries and does not, directly or indirectly, own any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest in any Person.
(d) The Securityholder Allocation Schedule shall correctly set forth the Merger Consideration to Parent which each Securityholder is entitled pursuant to the currently effective corporate or other organizational documents for each of its SubsidiariesCompany’s Organizational Documents.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The authorized capital stock of the Company consists of 100,000,000 6,000,000 shares of Company Common Stock, 12,875,566 of which were 3,675,875 shares are issued and outstanding. As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. All of the issued and outstanding 1,000,125 shares of Company Common Stock have been duly authorized were reserved for future issuance pursuant to outstanding stock options and validly issued reserved for future grant under the Company's 1998 Omnibus Stock Plan and are or will be when issued fully paidthat certain Stock Option Agreement, nonassessable dated as of September 18, 1998, by and free between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "▇▇▇▇▇▇ Stock Option Agreement"). Schedule 4.2(a) contains the --------------- name of preemptive rights.
(b) As each stockholder of the date Company and the number of this AgreementCompany Shares owned by each stockholder, all as reflected on the records of the Company. All of the Company Shares are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4.2(a), there are no existing (i) options, --------------- warrants, calls, preemptive rights, subscriptions or other rights, convertible securities, agreements or commitments of any character to which obligating now or in the future, the Company or any the holders of its Subsidiaries is a party obligating the Company or any of its Subsidiaries Shares to issue, transfer or sell any shares of capital stock stock, options, warrants, calls or other equity interest of any kind whatsoever in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rightsvoting trusts, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts proxies or similar agreements to which the Company or any of the holders of Company Shares is a party with respect to the voting of the capital stock of the Company. None of the Company's capital stock has been issued in violation of any federal or state law.
(cb) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure LetterSchedule 4.2(b), the Company ownshas no --------------- subsidiaries and does not own any outstanding shares of capital stock or have any direct or indirect interest in or control over any corporation, directly or indirectlypartnership, all of the issued and outstanding companyjoint venture, partnership or corporate (as applicable) ownership interests in each such Subsidiarytrust, free and clear of all Liens except for Permitted Lienscorporation, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate limited liability company or other organizational documents for each of its Subsidiariesentity.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As of 27,163,818 shares are outstanding on the date hereof, there are no and 1,000,000 shares of preferred stock authorizedstock, issued or outstanding$0.01 par value per share, of which no shares are outstanding on the date hereof. All of the issued and outstanding shares of Company Common Stock capital stock have been duly authorized and validly issued and are or will be when issued fully paid, paid and nonassessable and free have been issued in compliance with state and federal securities laws. Options, warrants and other securities convertible into shares of preemptive rights.
(b) As Common Stock to purchase 6,838,306 shares of Common Stock are outstanding and all such options, warrants and convertible securities have been duly authorized and validly issued and are fully paid and nonassessable and have been issued in compliance with state and federal securities laws. Except as set forth in the date of this AgreementSEC Filings, there are no existing (i) options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, convertible securitiesagreements, agreements arrangements or commitments (which, for purposes of this Agreement, shall be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to capital stock or other similar rights) of any character to which the Company or any of its Subsidiaries Subsidiary is a party or by which obligates the Company or any Subsidiary to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of the capital stock of the Company or any Subsidiary or other equity interests in the Company or any Subsidiary, or obligating the Company or any of its Subsidiaries Subsidiary to issuegrant, transfer extend or sell enter into any such options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments, or any securities convertible into or exchangeable for shares of capital stock or other equity interest in interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestsSubsidiary, (ii) and there are no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. Except as set forth in the SEC Filings, there are no statutory or contractual preemptive rights or rights of first offer or refusal or similar rights with respect to any shares of capital stock of the Company or any Subsidiary, and there are no declared and unpaid dividends or distributions on any shares of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the CompanySubsidiary.
(cb) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the The Company owns, directly or indirectly, all of the issued and outstanding companycapital stock or other equity interests of each Subsidiary, partnership or corporate (as applicable) ownership interests in each such Subsidiarymore fully described on Exhibit A, free and clear of all Liens except for Permitted Liensany taxes, liens, claims and encumbrances, and all of such company, partnership or corporate (as applicable) ownership interests the issued and outstanding shares of capital stock of each Subsidiary are duly authorized and validly issued and are fully paid, nonassessable non-assessable and free of preemptive rightsand similar rights to subscribe for or purchase securities. The Company has made available to Parent Each Subsidiary is duly organized, validly existing and in good standing under the currently effective corporate or other organizational documents for each laws of its Subsidiariesjurisdiction of incorporation and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect upon the Company taken as a whole. Each Subsidiary has all requisite corporate power and authority to carry on its business as now being conducted.
Appears in 1 contract
Sources: Stock Purchase Agreement (First Choice Healthcare Solutions, Inc.)
Capitalization; Subsidiaries. (a) As All of the close of business on August 8, 2019, the authorized capital stock issued and outstanding Equity Securities of the Company consists are owned beneficially and of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As record as set forth in Section 3.5(a)(i) of the date hereof, there are no shares of preferred stock authorized, issued or outstandingDisclosure Schedule. All of the issued and outstanding shares Equity Securities of the Subsidiaries are owned beneficially and of record by the Company. All of the issued and outstanding Equity Securities of each member of the Company Common Stock Group have been duly authorized and authorized, validly issued and are or will be when issued issued, fully paid, nonassessable and free nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights.
(b. Other than as set forth in Section 3.5(a)(ii) As of the date of this AgreementDisclosure Schedule, there are no existing (i) currently outstanding or authorized options, phantom stock or interests, warrants, rights, contracts, rights of first refusal or first offer, calls, subscriptions puts, rights to subscribe, conversion rights, or other rights, convertible securities, agreements or commitments of any character to which any member of the Company or any of its Subsidiaries Group is a party obligating or which are binding upon any member of the Company Group providing for the issuance, disposition, or acquisition of any Equity Securities of its Subsidiaries any member of the Company Group. There are no outstanding or authorized stock appreciation, equity appreciation, phantom stock, or similar rights with respect to issueany member of the Company Group, and there are no contractual or statutory preemptive rights or similar restrictions with respect to the issuance or transfer or sell of any shares of capital stock or other equity interest in the Company or Equity Securities of any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations member of the Company or any of its Subsidiaries to repurchaseGroup. There are no voting trusts, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiariesproxies, or any securities representing the right to purchase other agreements, restrictions or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party understandings with respect to the voting of any of the capital stock or other Equity Securities of any member of the CompanyCompany Group. No member of the Company Group is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities of such Company Group member.
(cb) Each Subsidiary Except for the Company’s ownership of the Equity Securities of the subsidiaries of the Company on the date hereof is listed on Section 3.2(c3.5(b) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) Schedule (collectively, the “Subsidiaries”), no member of the Company Disclosure Letter, Group owns or holds the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests right to acquire any Equity Securities in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiariesany Person.
Appears in 1 contract
Sources: Merger Agreement (Agrify Corp)
Capitalization; Subsidiaries. (a) As Schedule 4.3(a) sets forth a true and complete statement of the close of business on August 8, 2019, the authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. All all of the issued and outstanding shares equity securities of Company Common Stock each of the Acquired Companies and in each case, the holders thereof, which represents the only issued and outstanding equity securities of any of the Acquired Companies. The Redmas Ventures Shares and the MediaDonuts Shares, together with the outstanding equity securities of the other Acquired Companies, have been duly authorized and are validly issued, fully paid and nonassessable (if applicable) and were issued in compliance with all state, regional or foreign securities Laws and are or will be when issued fully paid, nonassessable and free of any preemptive rights, rights of first refusal or contractual rights of any Person.
(b) As of the date of this Agreement, there There are no existing (i) issued or authorized options, warrants, purchase rights, calls, subscriptions claims of any character, convertible or exchangeable securities, subscription rights, conversion rights, exchange rights, or other rights, convertible securities, agreements contracts or commitments that could require any of any character the Acquired Companies to which the Company issue, transfer, redeem, repurchase, sell or otherwise cause to become issued any of its Subsidiaries equity securities. There are no issued or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Acquired Companies.
(c) There is a party obligating the no obligation, contingent or otherwise, of any Acquired Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of the any Acquired Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect provide fund to, or valued make any investment in whole (in the form of a loan, capital contribution or in part in reference tootherwise), the Company or provide any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party guarantee with respect to the voting obligations of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letterany other Person. Except as set forth on Section 3.2(c) of the Company Disclosure LetterThere are no bond, the Company ownsdebentures, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate notes or other organizational documents indebtedness of any Acquired Company having the right to vote or consent (on convertible into or exchangeable for each securities of its Subsidiariesany Acquired Company having the right to vote or consent (or convertible into or exchangeable for securities of an Acquired Company having the right to vote or consent) on any matters on which the equityholders of any Acquired Company may vote.
Appears in 1 contract
Sources: Equity Purchase Agreement (Entravision Communications Corp)
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The entire authorized capital stock of the Company consists of 100,000,000 (i) 500 shares of Company Common Stockvoting common stock, 12,875,566 $50 par value per share, of which were 80.85 are issued and outstanding. As of the date hereof, there are no and (ii) 500 shares of preferred stock authorizednon-voting common stock, issued or outstanding. All $50 par value per share, of the which 80.85 are issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rightsoutstanding.
(b) As Shareholder is the sole legal and beneficial owner of all of the date Shares, free and clear of all Liens, options, and rights of other parties, and is not subject to any voting trusts, proxies, stockholder or similar agreements (collectively, “Share Encumbrances”). Except for this AgreementAgreement and the transactions contemplated hereby, there are no existing agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings of any character to which Shareholder is a party or by which Shareholder’s assets are bound and relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any Shares or other securities of Company. Shareholder has the full and unrestricted right, power and authority to sell and transfer the Shares to Buyer. Upon delivery of the Shares to Buyer at the Closing, Buyer will acquire sole legal and beneficial ownership of such Shares, free and clear of any Share Encumbrance.
(c) All of the Shares have been validly authorized and duly issued and outstanding, fully-paid and non-assessable, and were not issued in violation of any Applicable Laws, or any preemptive or similar rights. There are no outstanding:
(i) options, warrants, calls, subscriptions rights of first refusal or other rights, convertible securities, agreements or commitments of any character rights to which the purchase from Company or Shareholder any Shares or other securities of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell (including any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or currently held as treasury shares);
(ii) securities convertible into or exchangeable for such Shares or other securities of Company (including any shares currently held as treasury shares by Company);
(iii) Contracts or equity interestscommitments of any kind for the issuance of additional shares, (ii) contractual obligations options, warrants or other securities of the Company or any of its Subsidiaries which are intended to repurchase, redeem track or otherwise acquire any capital stock reflect the economic performance or change in value of the Company; or
(iv) Contracts, rights or options pursuant to which Company is or any of its Subsidiaries, may become required or any securities representing has or may have the right to redeem, purchase or otherwise receive reacquire any capital stock Shares or other securities of the Company or any of its SubsidiariesCompany, (iii) appreciation rights, phantom equity or similar and there are no preemptive rights with respect to, to any Shares or valued in whole or in part in reference to, the Company or any other securities of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(cd) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letterowns no shares, the Company ownsequity or debt securities or other proprietary or ownership interests, directly or indirectly, all of the issued and outstanding companyin any other Person. Company has no Contract to issue or acquire any shares, partnership securities or corporate (as applicable) proprietary or ownership interests in each such Subsidiaryany other Person, free and clear including any options, warrants, rights of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate first refusal or other organizational documents rights to purchase, acquire or subscribe for each of its Subsidiariesany such interests.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The authorized capital stock of the Company consists of 100,000,000 70,000,000 shares of Company Common Stock, 12,875,566 of which were 19,038,832 shares of Company Stock are issued and outstanding. As of the date hereof, there are no outstanding and 5,000,000 shares of preferred stock authorizedstock, par value $.0001 per share, none of which are issued or outstanding. All Except as set forth on Schedule 3.2(a), no other shares of capital stock of the Company are authorized, reserved for issuance or issued and outstanding and there are no outstanding Company Options. All issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued and are or will be when issued fully paidissued, nonassessable and free of preemptive rights.
(b) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Except as set forth in Schedule 3.2(a), the Company does not have outstanding any subscription, option, put, call, warrant or other right or commitment to issue or any obligation or commitment to redeem or purchase, any of its authorized capital stock or any securities convertible into or exchangeable for any of its authorized capital stock. Except as disclosed on Schedule 3.2(a), there are no shareholder agreements, voting agreements, voting trusts or other similar arrangements to which the Company is a party which have the effect of restricting or limiting the transfer, voting or other rights associated with the capital stock of the Company.
(b) Except as disclosed on Schedule 3.2(b) and except for its interest in its Subsidiaries, the Company does not own, directly or indirectly, any material equity interest in any person, domestic or foreign. All of the outstanding shares of capital stock of each of the Company's Subsidiaries are owned by the Company or any other Subsidiary of the Company (collectively, the "Company Subsidiary Shares"), have been duly authorized and are validly issued, fully paid and nonassessable and free of preemptive rights. There are no irrevocable proxies or similar obligations with respect to any of the Company Subsidiary Shares and all of the Company Subsidiary Shares are owned by the Company free and clear of all liens, claims, pledges, charges, claims, encumbrances, third party rights, security interests or other restrictions (collectively, "Liens") with respect thereto. No Subsidiary of the Company has made available to Parent the currently effective corporate outstanding any subscription, option, put, call, warrant or other organizational documents for each right or commitment to issue, nor any obligation or commitment to redeem or purchase, any of its Subsidiariesauthorized capital stock, or any securities convertible into or exchangeable for any of its authorized capital stock.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8September 30, 20192022, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock, 12,875,566 29,922,028 of which were issued and outstanding, none of which were held by the Company as treasury stock, and (ii) 100,000,000 shares of preferred stock, zero of which were issued and outstanding. As No shares of Company Common Stock are held by Subsidiaries of the date hereof, there are no shares of preferred stock authorized, issued Company or outstanding. the Company JV.
(b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act.
(bc) As of the date of this Agreementhereof, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries or the Company JV is a party obligating the Company or any of its Subsidiaries or the Company JV to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or the Company JV or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries or the Company JV to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, Subsidiaries or the Company JV or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its SubsidiariesSubsidiaries or the Company JV, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or the Company JV or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(cd) Each Subsidiary of the Company on the date hereof and the Company JV is listed on Section 3.2(c3.2(d) of the Company Disclosure Letter. Except as set forth on Section 3.2(c3.2(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such SubsidiarySubsidiary and the Company JV, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as if applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its SubsidiariesSubsidiaries and the Company JV.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were issued and outstanding. As of the date hereof, there are no shares of preferred stock authorized, issued or outstandingoutstanding (a) 1,487,088 Shares and (b) Options to purchase 238,607 Shares and the Company and each Company Subsidiary has the capitalization and record holders set forth on Schedule 3.3(a). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of the Company Common Stock and each Company Subsidiary, as applicable, have been duly authorized and validly issued and are fully paid and non-assessable, and were not issued in violation of any preemptive rights or will be when issued fully paid, nonassessable and free subscription rights or rights of preemptive rightsfirst refusal.
(b) As Except as set forth on Schedule 3.3(b) and in respect of the date of this AgreementOptions, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which neither the Company or nor any of its Subsidiaries Company Subsidiary is a party obligating to any outstanding option, warrant, call, put or subscription agreement or contractual rights that provide for the Company issuance, sale, voting, redemption, purchase or any transfer of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interestssecurities, (ii) contractual obligations of the Company or any Company Subsidiary, or of its Subsidiaries any securities convertible into, exchangeable for or evidencing the right to repurchase, redeem or otherwise acquire purchase any shares of capital stock or other equity securities of the Company or any Company Subsidiary or stock appreciation or similar rights. Schedule 3.3(b) sets forth, with respect to each outstanding Option as of its Subsidiariesthe date hereof, the total number and class of shares subject to such Option, the exercise price of such Option, the record holder of such Option and whether such Option is a non-qualified option or incentive option. Except as provided in this Agreement, the Stockholders Agreement and as set forth on Schedule 3.3(b), there are no agreements or other obligations of any kind of or granted by the Company or any securities representing Company Subsidiary of which the right Company has Knowledge (contingent or otherwise), relating to purchase or otherwise receive any capital stock ownership interest of the Company or any Company Subsidiary, any securities convertible or exchangeable into capital stock or other equity security of its Subsidiaries, (iii) appreciation rights, phantom equity the Company or similar rights with respect toany Company Subsidiary, or valued in whole which require the Company or in part in reference toany Company Subsidiary to issue or sell any shares of capital stock of, or any other equity security in, the Company or any Company Subsidiary or to repurchase or otherwise acquire any shares of its Subsidiaries the Company’s or (iv) any Company Subsidiary’s capital stock or other equity securities, including any voting trusts trusts, stockholder agreements, registration rights agreements, proxies or similar agreements to which the Company is a party or understandings with respect to the voting or transfer of any of the shares of capital stock or other equity securities of the CompanyCompany or any Company Subsidiary.
(c) Each Subsidiary Other than the direct or indirect ownership of each Company Subsidiary, neither the Company on the date hereof is listed on Section 3.2(c) of the nor any Company Disclosure Letter. Except as set forth on Section 3.2(c) of the Company Disclosure Letter, the Company owns, directly Subsidiary owns or indirectly, all of the issued and outstanding companyholds any stock, partnership or corporate (as applicable) joint venture interests or other equity ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or any other organizational documents for each of its SubsidiariesPerson.
Appears in 1 contract
Sources: Merger Agreement (Emdeon Inc.)
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, 12,875,566 of which were The issued and outstanding. As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. All outstanding Units constitute all of the issued and outstanding shares equity interests of Company Common Stock have been the Company. All of the Units were duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive and similar rights.. No Units were issued in violation of any applicable Laws in all material respects, any Contract to which the Company is a party or bound by, or any preemptive or similar rights of any Person. Section 3.2(a) of the Disclosure Letter sets forth a list of each Unitholder, along with the number and class of Units owned by each Unitholder as of the date hereof. The number of issued and outstanding Units of the Company as of immediately prior to the Effective Time will be as set forth in Section 3.2(a) of the Disclosure Letter, subject to such changes therein as will occur as a result of the Pre-Closing Blocker Reorganization and the Redemption. 88758860_15
(b) As Except as set forth in the Company’s or its Subsidiaries’ respective Organizational Documents or as set forth in Section 3.2(a) of the date of this AgreementDisclosure Letter, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments outstanding securities of any character to which the Company or any of its Subsidiaries is a party obligating convertible into or exchangeable for one or more units of equity or voting interests in, the Company or its Subsidiaries, (ii) options, warrants or other rights or securities issued or granted by either the Company or its Subsidiaries relating to or based on the value of the equity securities of the Company or its Subsidiaries, (iii) Contracts that are binding on the Company or its Subsidiaries that obligate the Company or any of its Subsidiaries to issue, transfer acquire or sell sell, redeem, exchange or convert any shares of capital stock or other equity interest interests in the Company or any of its Subsidiaries Subsidiaries, or securities convertible into or exchangeable for such shares or (iv) outstanding restricted equity interests, (ii) restricted share units, unit appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by the Company or its Subsidiaries that are linked to the value of the Units, and all such interests shall, from and after the Merger, represent solely the right to receive consideration in accordance with this Agreement. Except with respect to the Pre-Closing Blocker Restructuring, there are no outstanding contractual obligations of the Company or any either of its Subsidiaries to repurchase, redeem redeem, exchange, convert or otherwise acquire or sell any capital stock membership interests of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(c) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c) of the Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company Disclosure Letteras of the date hereof, together with its jurisdiction of organization or formation and the holders of ownership interests in such Subsidiary. Except as set forth on in Section 3.2(c) of the Company Disclosure Letter, the Company or one or more of its Subsidiaries owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership equity interests in of each such Subsidiaryof the Company’s Subsidiaries, free and clear of all any Liens except for transfer and other restrictions under applicable federal and state securities Laws or Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are outstanding equity securities have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive and similar rights. The Other than with respect to the Subsidiaries, the Company has made available to Parent the currently effective corporate and its Subsidiaries do not own any equity interest or other organizational documents voting security in any Person. After giving effect to the Redemption, Cheese Grits will not be a Subsidiary of the Company for each purposes of this Agreement.
(d) Except as set forth in Section 3.2(d) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or that provides registration rights in respect of, any membership interests or other voting securities or equity interests of the Company or any of its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Tilray, Inc.)
Capitalization; Subsidiaries. (a) As of the close of business on August 8September 17, 20192021, the authorized capital stock of the Company consists of 100,000,000 250,000,000 shares of Company Common Stock, 12,875,566 102,211,436.62 of which were issued and outstandingoutstanding and none of which were held by the Company as treasury stock. As of the date hereof, there are no shares of preferred stock authorized, issued or outstanding. .
(b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are or will be when issued fully paid, nonassessable and free of preemptive rights. All of the Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom and in accordance with the Investment Company Act.
(bc) As of the date of this Agreement, there are no existing (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, Subsidiaries or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company.
(cd) Each Subsidiary of the Company on the date hereof is listed on Section 3.2(c3.2(d) of the Company Disclosure Letter. Except as set forth on Section 3.2(c3.2(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding company, partnership or corporate (as applicable) ownership interests in each such Subsidiary, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate or other organizational documents for each of its Subsidiaries, including the limited liability company agreement and certificate of formation of the Joint Venture as currently in effect, and neither the Company (if applicable) nor any Subsidiary is in violation of such documents.
Appears in 1 contract
Capitalization; Subsidiaries. (a) As of the close of business on August 8, 2019, the The authorized capital stock of the Company consists of 100,000,000 3,000,000 shares of Common Stock, par value $0.01 per share, of which 1,663,554 shares are issued and outstanding. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock, 12,875,566 . Section 2.2(a) of which were issued the Disclosure Schedule sets forth the name of each Shareholder and outstanding. As the number of shares of Company Common Stock that such Shareholder owns as of the date hereof, there . There are no shares of preferred stock authorized, issued or outstanding. All of the other issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and Stock. There are no (1) outstanding securities convertible or will be when issued fully paid, nonassessable and free exchangeable into shares of preemptive rights.
(b) As capital stock of the date of this AgreementCompany, there are no existing or (i2) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of its capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable or exercisable for such shares of capital stock.
(b) All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any preemptive rights and put or equity interestscall rights created by Law, (ii) contractual obligations of the Company Charter Documents or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock of the Company or any of its Subsidiaries, (iii) appreciation rights, phantom equity or similar rights with respect to, or valued in whole or in part in reference to, the Company or any of its Subsidiaries or (iv) voting trusts or similar agreements Contract to which the Company is a party with respect to the voting or by which it is bound or of the capital stock of the Companywhich it has knowledge.
(c) Each Subsidiary All outstanding Company Common Stock was issued in compliance with all applicable securities Laws, and all shares of Company Common Stock, if any, repurchased by the Company on the date hereof is listed were repurchased in compliance with all applicable securities Laws and all applicable rights of first refusal and other similar rights and limitations.
(d) Except as set forth on Section 3.2(c2.2(d) of the Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings relating to the voting, transfer or disposition of any shares of Company Disclosure LetterCommon Stock to which the Company is a party, and there are no agreements between the Company and any securityholder or others, relating to the registration or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Common Stock. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Common Stock and all rights to acquire or receive any shares of Company Common Stock, whether or not such shares of Company Common Stock are outstanding.
(e) The Company has no outstanding obligations under any stock option plan, program or arrangement, or other plan, program or arrangement providing for equity compensation. Except as set forth on Section 3.2(c2.2(e) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.
(f) No bonds, debentures, notes or other Company Disclosure LetterIndebtedness (1) having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (2) the value of which is in any way based upon or derived from capital or voting stock of the Company, are issued or outstanding.
(g) Except for PCOA, the Company ownshas no Subsidiaries. Section 2.2(g) of the Disclosure Schedule sets forth, with respect to the Company Subsidiary, the jurisdiction in which it is incorporated, the jurisdictions, if any, in which it is qualified to do business, the number of shares of its authorized capital stock, the number and class of shares thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. The Company Subsidiary is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing has not had and would not reasonably be expected to be materially adverse to the Company Subsidiary. The Company Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on its business as presently conducted. The outstanding shares of capital stock or equity interests of the Company Subsidiary are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equity interests represented as being owned by the Company are owned by the Company free and clear of any and all Encumbrances. No shares of capital stock are held by the Company Subsidiary as treasury stock. There is no existing option, warrant, call, right or Contract to which the Company Subsidiary is a party requiring, and there are no convertible securities of the Company Subsidiary outstanding which upon conversion would require, the issuance of any shares of capital stock or other equity interests of the Company Subsidiary or other securities convertible into shares of capital stock or other equity interests of the Company Subsidiary. The Company does not own or control, and, except as set forth on Section 2.2(g) of the Disclosure Schedule, has never owned or controlled, directly or indirectly, all any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, or have, or ever had, any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of the issued and outstanding companyor otherwise financially support any corporation, partnership or corporate (as applicable) ownership interests in each such Subsidiarypartnership, free and clear of all Liens except for Permitted Liens, and all of such company, partnership or corporate (as applicable) ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent the currently effective corporate joint venture or other organizational documents for each of its Subsidiariesbusiness association or entity.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Chart Industries Inc)