Authorization; Capitalization. The Company represents, warrants and covenants as follows:
2.7.1 The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares deliverable from time to time upon exercise of this Warrant to the extent such number is known or fixed from time to time. In the event that adjustments contained in Section 5 or Section 6 of this Warrant result in any adjustment of the number of Warrant Shares issuable upon the exercise of this Warrant causing the number of Fully-Diluted Shares to exceed the total number of shares of Common Stock then authorized for issuance by the Company, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and stockholders of the Company and filing the appropriate amendments to the Company’s certificate of incorporation.
2.7.2 The Company will not take any actions during the term of this Warrant that would result in any adjustment to the Warrant Shares if the Fully-Diluted Shares would exceed the total number of shares of Common Stock then authorized for issuance by the Company. The Company will not, so long as this Warrant has not been fully exercised, change the par value of its Common Stock to an amount equal to or greater than the Exercise Price.
2.7.3 The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable. As of the Original Issue Date, the Fully-Diluted Shares consist of 59,873,399 shares of Common Stock which number includes any shares of Common Stock being issued on the Original Issue Date. As of the Original Issue Date, the Company has Indefinite Convertible Securities identified as 12% Convertible Notes in the principal amount of $1,273,718.
2.7.4 The authorized capital stock of the Company consists of 1,100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.0001 par value per share.
2.7.5 Except the Fully-Diluted Shares and the Indefinite Convertible Securities, there are no other shares of capital stock of the Company or any securities, with or without the passage of time or the occurrence of an event exercisable for, convertible into or exchangeable for shares...
Authorization; Capitalization. The Company hereby represents, warrants and/or covenants, as applicable, to the Holder, as follows: The Company has duly reserved, and will keep available for issuance upon exercise of this Warrant, the total number of Warrant Shares deliverable from time to time upon exercise of this Warrant in its entirety. The Company will not take action which would result in (i) the total number of shares of Class B Common Stock issuable after such action upon exercise of this Warrant, plus (ii) all shares of Class B Common Stock issued and outstanding, plus (iii) all shares of Class B Common Stock then issuable (y) upon the exercise of all outstanding options and (z) upon the exercise, conversion or exchange of all other outstanding securities which are exercisable for, convertible into or exchangeable for Class B Common Stock, (the “Fully-Diluted Shares”), to exceed the total number of shares of Class B Common Stock then authorized for issuance by the Company. In the event that the Company fails to comply with the previous sentence, the Company shall promptly take all corporate action necessary to authorize and reserve a sufficient number of shares of Class B Common Stock to cover the exercise of all of this Warrant in full, including, without limitation, obtaining the necessary approvals of the Board of Directors and stockholders of the Company and filing the appropriate amendments to the Company’s C of I. The issuance of the Warrant Shares has been duly and validly authorized and, when issued and sold in accordance with this Warrant, the Warrant Shares will be duly and validly issued, fully paid and non-assessable.
Authorization; Capitalization. (a) The Company has taken all actions necessary to authorize it (i) to execute, deliver and perform all of its obligations under this Agreement, the Acquisition Agreements, the Warrant Agreement, the Registration Rights Agreement, the Senior Credit Agreement and the other Documents to which it is a party, (ii) to issue and perform all of its obligations under the Notes and Warrants, and (iii) to consummate the transactions contemplated hereby and thereby. Each of this Agreement, the Notes, the Acquisition Agreements, the Warrant Agreement, the Registration Rights Agreement, the Senior Credit Agreement and the other Documents to which the Company is a party is a legally valid and binding obligation of the Company, enforceable against it in accordance with their respective terms, except for (a) the effect thereon of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and (b) limitations imposed by equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions thereof and upon the availability of injunctive relief or other equitable remedies.
(b) The Subsidiaries listed on SCHEDULE 3.1 are the only Subsidiaries of the Company (the "COMPANY'S SUBSIDIARIES"). The total authorized Equity Interests of the Company consist of 10,000,000 shares of Common Stock, of which 41,250 shares of Common Stock were issued and outstanding on the date hereof and 78,750 shares of Common Stock will be issued and outstanding upon consummation of the transactions contemplated hereby, in each case free and clear of any Lien, limitation on voting rights, encumbrance, equity or adverse interest of any nature, other than Permitted Liens and the restrictions, if any, set forth in the Shareholders Agreement. On the Closing Date and after giving effect to the consummation of the transactions contemplated by the Documents, the Equity Interests of the Company and its Subsidiaries are owned by the Persons listed on SCHEDULE 3.1 in the amounts set forth thereon. The outstanding Equity Interests or other securities evidencing equity ownership of the Company in each of its Subsidiaries is owned, in each case, free and clear of any Lien (other than Permitted Liens), limitation on voting rights, encumbrance, equity or adverse interest of any nature. All of the outstanding Equity Interests of the Company and each of its Subsidiaries have been duly authorized and validly issu...
Authorization; Capitalization. 12 3.2 No Violation or Conflict; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.3
Authorization; Capitalization. The Company has taken all actions necessary to authorize it (i) to execute, deliver and perform all of its obligations under the Agreement, and (ii) to consummate the transactions contemplated thereby. Without limiting the generality of the preceding sentence, the Company has taken all actions necessary to authorize it to issue and perform all of its obligations under the Notes. The Agreement is a legally valid and binding obligation of the Company, enforceable against it in accordance with its respective terms, except for (a) the effect thereon of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and (b) limitations imposed by equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions thereof and upon the availability of injunctive relief or other equitable remedies. Except as disclosed in the SEC Filings, on the Closing Date, there are no outstanding (i) securities convertible into or exchangeable for any Equity Interests of the Company, (ii) options, warrants or other rights to purchase or subscribe to Equity Interests of the Company or securities convertible into or exchangeable for Equity Interests of the Company, (iii) contracts, commitments, agreements, understandings, arrangements, calls or claims of any kind relating to the issuance of any Equity Interests of the Company, any such convertible or exchangeable securities or any such options, warrants or rights or (iv) voting trusts, agreements, contracts, commitments, understandings or arrangements with respect to the voting of any of the Equity Interests of the Company. Other than the Registration Rights Agreement, the Company has not entered into an agreement to register its securities under the Securities Act. Other than this Agreement or as disclosed in the SEC Filings, the Company has not entered into any agreement to issue, purchase or sell any of its securities.
Authorization; Capitalization. Cortext has full corporate power ---------------------------- and authority to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Cortext and constitutes a valid and binding agreement of Cortext and each Cortext Principal and is enforceable against Cortext and each Cortext Principal in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.
Authorization; Capitalization. Each of the Companies has taken all actions necessary to authorize it (i) to execute, deliver and perform all of its obligations under each of the Documents to which it is a party, and (ii) to consummate the transactions contemplated thereby. Without limiting the generality of the preceding sentence, the Issuer has taken all actions necessary to authorize it to issue and perform all of its obligations under the Notes and the Crescent Warrants. Each of the Documents to which any of the Companies is a party is a legally valid and binding obligation of such Company,
Authorization; Capitalization. Holdings has taken all actions necessary to authorize it (i) to execute, deliver and perform all of its obligations under each of the Documents to which it is a party, and (ii) to consummate the transactions contemplated thereby. Each of the Documents to which Holdings is a party is a legally valid and binding obligation of Holdings, enforceable against it in accordance with its respective terms, except for (a) the effect thereon of bankruptcy, insolvency,
Authorization; Capitalization. (a) The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and the Company Operating Agreement and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated by this Agreement and the Company Operating Agreement in accordance with the terms hereof and thereof. This Agreement has been duly authorized, executed and delivered by the Company as of the date hereof and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms and conditions, except to the extent enforceability may be limited by the Enforceability Exceptions.
(b) As of the Closing Date, the Company Operating Agreement has been duly authorized, executed and delivered by the Company and the Company Managing Member and constitutes the legal, valid and binding obligation of the Company and the Company Managing Member enforceable against the Company and the Company Managing Member in accordance with its terms and conditions, except to the extent enforceability may be limited by the Enforceability Exceptions.
(c) Immediately following the completion of the transactions contemplated herein, the Company Managing Member will be the sole Class A Member of the Company and Colony Investor will be the sole Class B Member of the Company. At such time, there are no Class C Members.
Authorization; Capitalization. Each of the Companies has taken all actions necessary to authorize it (i) to execute, deliver and perform all of its obligations under each of the Documents to which it is a party, and (ii) to consummate the transactions contemplated thereby. Without limiting the generality of the preceding sentence, DIMAC Holdings has taken all actions necessary to authorize it to issue and perform all of its obligations under the Notes, the Shares, the Warrants and the Warrant Shares. Each of the Documents to which any of the Companies is a party is a legally valid and binding obligation of such Company, enforceable against it in accordance with its respective terms, except for (a) the effect thereon of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and (b) limitations imposed by equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions thereof and upon the availability of injunctive relief or other equitable remedies. As of the date hereof, DIMAC Operating and the entities identified on Schedule (a) are the only direct or indirect Subsidiaries of DIMAC Holdings. The total authorized Capital Stock of DIMAC Holdings consists of (a) 2,200,000 shares of Common Stock, of which 1,100,000 shares, were issued and outstanding as of the date hereof. All outstanding options and other rights to acquire shares of Capital Stock of DIMAC Holdings are as set forth on Schedule (b). The total authorized Capital Stock of DIMAC Operating consists of 100 shares of common stock, all of which were issued and outstanding on the date hereof. DIMAC Holdings owns 100% of the outstanding Equity Interests or other securities evidencing equity ownership of DIMAC Operating. Except for 100 shares of common stock of DIMAC Operating, DIMAC Holdings does not own any Equity Interest in, or any other securities of, any Person. As of the date hereof, DIMAC Operating does not own any Equity Interest in, or any other securities of, any Person, other than the Equity Interests identified on Schedule (a). DIMAC Operating directly or indirectly owns 100% of the outstanding Equity Interests or other securities evidencing equity ownership of the entities identified on Schedule (a), in each case free and clear of any Lien. All of the outstanding Equity Interests of each of the Companies and their Subsidiaries have been duly authorized and validly issued, are fully paid and nonassess...
