Stock of the Borrower Sample Clauses

Stock of the Borrower. As of the Closing Date, the entire authorized capital stock of the Borrower consists of Common Stock, 39,374,044 shares; all of which are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date. The issuance and sale of such Stock of the Borrower of the Borrower either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Borrower meets the requirements for taxation as a REIT under the Code.
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Stock of the Borrower. As of October 21, 2005, the entire outstanding capital stock of the Borrower consists of (i) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares; (ii) Series E Cumulative Convertible Preferred Stock, 356,875 shares; (iii) Series F Cumulative Preferred Stock, 6,640,000 shares; and (iv) Common Stock, 23,195,999 shares; all of which are duly and validly issued and outstanding, fully paid and nonassessable as of the Effective Date. The issuance and sale of such Stock of the Borrower of the Borrower either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Borrower meets the requirements for taxation as a REIT under the Code.
Sample 1
Stock of the Borrower. As of the Closing Date, the entire authorized capital stock of the Borrower consists of (i) Series F Cumulative Preferred Stock, 3,536,530 shares; (ii) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares; and (iii) Common Stock, 30,334,574 shares; all of which are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date. The issuance and sale of such Stock of the Borrower of the Borrower either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Borrower meets the requirements for taxation as a REIT under the Code.
Sample 1
Stock of the Borrower. As of the Effective Date, the entire authorized capital stock of the Borrower consists of (i) Series A Cumulative Preferred Stock, 3,064,200 shares; (ii) Series B Cumulative Preferred Stock, 1,988,000 shares; (iii) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares; (iv) Series E Cumulative Convertible Preferred Stock, 2,200,000 shares; (v) Common Stock, 17,800,751 shares; all of which are duly and validly issued and outstanding, fully paid and nonassessable as of the Effective Date. The issuance and sale of such Stock of the Borrower of the Borrower either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Borrower meets the requirements for taxation as a REIT under the Code.
Sample 1
Stock of the Borrower. All outstanding capital Stock of the Borrower has been duly and validly authorized and issued, and all such outstanding Stock is fully paid and nonassessable and held of record by the Guarantor.
Sample 1
Stock of the Borrower. The Pledgor represents that it is the registered and beneficial owner of the shares and percentage of the capital stock of the Borrower set forth on Schedule 1 hereto, which stock is owned free and clear of all liens, warrants, options, rights to purchase, rights of first refusal and other interests of any person other than CoBank. The outstanding capital stock of the Borrower has been duly authorized and is validly issued, fully paid and non-assessable.
Sample 1
Stock of the Borrower. All shares of capital stock of the Borrower and each Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as disclosed on EXHIBIT 6.1-2 and as otherwise permitted by this Agreement (i) no authorized but unissued or treasury share of capital stock of the Borrower or any Subsidiary is subject to any option, warrant, right to call or commitment of any kind or character, (ii) neither the Borrower nor any Subsidiary has any outstanding stock or securities convertible into or exchangeable for any shares of its capital stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any of its capital stock or any stock or securities convertible into or exchangeable for any of its capital stock, and (iii) neither the Borrower nor any Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any convertible securities, rights, warrants or options of the type described in the clause (ii) above.
Sample 1
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Stock of the Borrower. In the case of Holding (i) on the date on which the Merger is consummated deliver to the Administrative Agent a pledge agreement in form and substance satisfactory to the Required Lenders (together with each other pledge agreement delivered pursuant to Section 5.01(p), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by Holding, together with (x) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement and (y) completed requests for information listing the financing statements referred to in clause (x) and all other effective financing statements filed in the jurisdictions referred to in clause (x) that name Holding as debtor, together with copies of such other financing statements and (ii) on the date on which the Merger is consummated or, if the Bridge Notes are issued on the date on which the Merger is consummated, the date on which the Bridge Notes are paid in full, deliver to the Administrative Agent pursuant to the terms of the Security Agreement certificates representing all of the outstanding capital stock of the Borrower accompanied by undated stock powers executed in blank.
Sample 1
Stock of the Borrower. As of the Closing Date, the entire authorized capital stock of the Borrower consists of (i) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares; and (ii) Common Stock, 34,844,551 shares; all of which are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date. The issuance and sale of such Stock of the Borrower of the Borrower either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Borrower meets the requirements for taxation as a REIT under the Code.
Sample 1

Related to Stock of the Borrower

  • The Borrower 1.1 A copy of the constitutional documents of the Borrower.

  • Conversion into the Borrower's Common Stock (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 750,000,000 shares of Common Stock, and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury of the Company.

  • Condition of the Borrower Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Borrower The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Note to Borrower All requests submitted under a single Loan Notice must be effective on the same date. If multiple effective dates are needed, multiple Loan Notices will need to be prepared and signed.

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