Authorized and Issued Share Capital. (a) On the Closing Date, Issuer will have sufficient authorized but unissued New Shares, and other Equity Securities as applicable, to meet its obligations to deliver the New Shares or other Equity Securities to be delivered pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering or otherwise delivered pursuant to this Agreement and any New Shares or other Equity Securities to be issued in connection with the MIP or upon the valid exercise of the New Warrants.
(b) Subject to the entry of the Confirmation Order and the Implementation Mechanisms, the New Shares and other Equity Securities, as applicable, to be issued pursuant to the Plan, including the New Shares to be issued in connection with the Rights Offering, the Holdback Shares and as contemplated by Section 3.4, will, when issued and delivered on the Closing Date, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than transfer restrictions imposed by applicable Law or the Reorganized Valaris Corporate Documents), preemptive rights, subscription and similar rights.
(c) Except as contemplated by the Restructuring Support Agreement and the Restructuring Term Sheet, as of the Closing Date, no share capital or other Equity Securities or voting interest in the Company will have been issued, reserved for issuance or outstanding other than save for any shares denominated in pound sterling that have been issued by an Issuer incorporated in England and Wales to a nominee or Affiliate to satisfy the minimum share capital requirements for public companies under Part 20 of the Companies Axx 0000, the aggregate value of which shall not exceed £50,000.
(d) Except as described in this Section 4.4 and except for the rights set forth in the Registration Rights Agreement, the New Warrants, the MIP, the Reorganized Valaris Corporate Documents and any employment agreement assumed or entered into in accordance with the Restructuring Support Agreement, as of the Closing Date, neither the Company nor any Debtor will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, contract, arrangement or undertaking (including any preemptive right) that (i) obligates the Company or any Debtor to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased...
Authorized and Issued Share Capital. The authorized capital of the Corporation consists of an unlimited number of common shares, of which 10,000 common shares have been duly issued and are outstanding as fully paid and non-assessable shares in the capital of the Corporation. The Corporation has not issued or authorized the issue of any shares except the Purchased Shares.
Authorized and Issued Share Capital. Immediately prior to the Effective Time (as defined below) the authorized share capital of Merger Sub was $[·] divided into [·] ordinary shares of $[·] par value per share, of which [1] share has been issued.
Authorized and Issued Share Capital. The authorized capital of each of the Corporations consists of an unlimited number of common shares without nominal or par value and, in the case of 964, preferred shares without nominal or par value. The issued capital of each of the Corporations is as set forth in Schedule 3.2(a), all of which, on the Closing Date will have been validly issued and are outstanding as fully paid and non-assessable and are held as set forth in Schedule 3.2(a).
Authorized and Issued Share Capital. (a) The authorized capital of Apollo consists of 20,000,000 shares shares of common stock, $.02 par value per share (the "Common Shares") and 4,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Shares") of which 13,267,843 Common Shares (not including the Common Shares to be issued to the
(b) Apollo has allotted and reserved, and there shall remain unissued, out of its authorized capital a sufficient number of common shares to satisfy the rights of purchase and issue granted pursuant to the $.70 Warrants, the $.875 Warrants and the Conversion Right.
(c) Upon due exercise of the $.70 Warrants, the $.875 Warrants and upon receipt by Apollo of payment in respect of the exercise thereof as provided for therein, and upon due exercise of the Conversion Right, the Apollo Common Shares issued in respect thereof will be duly and validly issued as fully paid and non-assessable shares and will be issued in compliance with all Applicable Laws including any securities law, rule, regulation or regulatory policy applicable thereto.
Authorized and Issued Share Capital. The authorized capital of the Corporations consists of: (i) an unlimited amount of membership interests of Sleep Management, L.L.C., of which all such membership interests are held by the Vendor and have been duly issued in accordance with Applicable Law and are outstanding as fully paid and non-assessable membership units; and (ii) 1,000,000 units of Home Sleep Delivered, L.L.C., of which 100 units have been duly issued to the Vendor in accordance with Applicable Law and are outstanding as fully paid and non-assessable units. No securities of the Corporations have been issued in violation of any Applicable Law, the constating documents of the Corporations or the terms of any shareholders’ agreement or any agreement to which either of the Corporations is a party or by which it is bound. The Corporations have not issued or authorized the issue of any equity interests except the Purchased Shares;
Authorized and Issued Share Capital. Immediately prior to the Effective Date (as defined below) the authorized share capital of Merger Sub was $1,000 divided into 100,000 ordinary shares of $0.01 par value per share, of which one share has been issued.
Authorized and Issued Share Capital. The Corporation represents and warrants to the Shareholders that the authorized capital of the Corporation consists of an unlimited number of Common Shares and 1,000 Preference Shares, of which 12,945,000 Common Shares and 1,000 Preference Shares are issued and outstanding as fully paid and non-assessable. Each of the Shareholders represents and warrants to the other Shareholder that it is the registered and beneficial owner of the Shares set forth opposite its name below and that it has the unconditional and irrevocable right to vote such Shares: TEI 12,945,000 Common Shares McCain 1000 Preference Shares
Authorized and Issued Share Capital. 4 Immediately prior to the Effective Time (as defined below) the authorized share capital of Merger Sub was US$50,000 divided into 50,000 ordinary shares of US$1.00 par value per share, of which 1 share has been issued. 5 Immediately prior to the Effective Time the authorized share capital of the Company was US$100,000 divided into 100,000,000 shares of a nominal or par value of US$0.001, of which 80,000,000 shares are designated as Class A Shares and 20,000,000 shares are designated as Class B Shares, of which [●] Class A Shares and [●] Class B Shares have been issued and are fully paid.
Authorized and Issued Share Capital. The authorized capital of the Corporation consists of an unlimited number of Class A shares and an unlimited number of Class B shares, of which 35,855,000 Class A shares and no Class B shares have been duly issued and are outstanding as fully paid and non-assessable shares of the Corporation. No Person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Corporation.
