Capital Stock and Units Sample Clauses

Capital Stock and Units. The authorized capital stock of the Company as of November 30, 2001 consists of 150,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share. As of November 30, 2001, there are 28,103,721 shares of Company Common Stock issued and outstanding, and no shares of preferred stock issued or outstanding. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive
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Capital Stock and Units. (a) The authorized capital stock of the General Partner on the date hereof consists of 30,000,000 shares of common stock, par value $0.01 per share, 10,000,000 shares of preferred stock, par value $0.01 per share, and 10,000,000 shares of excess stock, par value $.01 per share. As of the date hereof, there are 6,144,399.156 HP Shares issued and outstanding, and no shares of such preferred stock or excess stock issued and outstanding. All such issued and outstanding HP Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The General Partner has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the shareholders of the General Partner on any matter. Other than (i) Units which may be redeemed by the holders thereof for HP Shares or the cash equivalent thereof (at the option of the General Partner); (ii) options subject to grant under the General Partner's Stock Option Plan, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the General Partner to issue, transfer or sell any shares of capital stock or other equity interests of the General Partner or which entitle any Person to acquire from the General Partner any shares of capital stock or other equity interest in the General Partner. (b) As of the date hereof, 7,347,418.156 Units of the Partnership are validly issued and outstanding, fully paid and nonassessable, of which 6,144,399.156 Units are owned by the General Partner and the balance by the Limited Partners. Except for the Class A Interest, there are no other classes of units, or any other form of limited partnership interest, of the Partnership issued or outstanding as of the date hereof and the Partnership has not issued or granted securities convertible into interests in the Partnership, and is not a party to any outstanding commitments of any kind relating to, or any presently effective agreements or understandings with respect to, interests in the Partnership, whether issued or unissued. (c) Upon the execution and delivery of Amendment No. 9 by the General Partner, the Partnership and SMRS and the issuance and delivery of the Class A Interest in accordance with the provisions thereof, SMRS will be duly admitted to the Partnership as a limited part...
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Capital Stock and Units. The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.
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Capital Stock and Units. *I. The authorized capital stock of the General Partner on the date hereof consists of 50,000,000 shares of Common Stock, par value $0.01 per share, 10,000,000 shares of Preferred Stock, par value $0.01 per share, and 10,000,000 shares of Excess Stock, par value $.01 per share. Of the authorized Preferred Stock, 1,666,667 shares have been designated in the Articles Supplementary as Series A Preferred Stock and 2,000,000 have been designated as Series B Convertible Cumulative Preferred Stock, par value $0.01 per share. *J. The only Class A Interest in the Partnership is the Class A Interest issued to SMRS. *K. SMRS has been exempted from the "Ownership Limit" set forth in Article VII of the Articles of Incorporation with respect to the Series A Preferred Shares and the Common Stock issuable upon conversion of the Series A Preferred Shares with the result that the issuance of the Series A Preferred Shares to SMRS and the conversion of the Series A Preferred Shares to Common Stock will not violate the Ownership Limit. *L. The General Partner has taken all steps that may be necessary to irrevocably exempt SMRS and the present or future affiliates or associates of SMRS or any other person acting in concert or as a group with any of the foregoing from the business combination provisions of Section 3-601 et seq. and from the control share provisions of Section 3-701 et seq. of the Maryland General Corporation Law or any successor statutory provisions. *M. As of the date of this Amendment, the Common Stock is approved for listing on the New York Stock Exchange subject to official notice of issuance. The General Partner will hereafter continue the listing of the Common Stock required to be delivered upon conversion of all or any portion of the Class A Preferred Shares, on the New York Stock Exchange or on each national securities exchange, if any, upon which the outstanding Common Stock are listed as the time of delivery.
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Capital Stock and Units. The Company is authorized on the date hereof to issue an unlimited number of shares of Company Common Stock par value $0.10 per share. As of the date hereof, there are 7,123,105 shares of Company Common Stock issued and outstanding. All such issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the stockholders of the Company on any matter. Other than (i) Operating Partnership Units which may be redeemed by the holders thereof for Company Common Stock or the cash equivalent thereof (at the option of the Company), (ii) options for approximately 281,050 shares of Company Common Stock subject to grant under the Company's 1997 Non-Employee Trustee Stock Option Plan or the Company's 1996 Share Option Plan, or (iii) as set forth in Schedule 3.3(a) to this Agreement, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company to issue, transfer or sell any shares of capital stock or other equity interests of the Company.
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Capital Stock and Units. (a) The authorized capital stock of the Company on the date hereof consists of 75,000,000 shares of Company Common Stock, and 5,000,000 shares of preferred stock, of which 4,800,000 shall be designated Company Preferred Stock upon the filing of the Articles Supplementary, and 20,000,000 shares of excess stock of the Company (the "Company Excess Stock"), par value $0.01 per share. As of September 30, 1997, there were 23,432,852 shares of Company Common Stock issued and outstanding, no shares of such preferred stock issued and outstanding and no shares of Company Excess Stock issued and outstanding and, as of the date of the Execution Closing, there is no change except for an immaterial change in the number of shares of Company Stock outstanding. All such issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. In addition, as of the date of the Execution Closing, the Company has reserved out of its authorized shares of Company Common Stock 7,804,878 (or such other number of shares of Company Common Stock as may from time to time be required to effect any conversion of shares of Company Preferred Stock) shares of Company Common Stock for issuance upon conversion or exchange of the shares of Company Preferred Stock and the Operating
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Capital Stock and Units. (i) The authorized capital stock of BPP on the date hereof consists of 75,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which 4,800,000 shall be designated Preferred Stock upon the filing of the Articles Supplementary, and 20,000,000 shares of excess stock of the Company (the "Company Excess Stock"), par value $0.01 per share. As of September 30, 1997, there were 23,432,852 shares of Common Stock issued and outstanding, no shares of such preferred stock issued and outstanding and no shares of 52 Company Excess Stock issued and outstanding, and as of the date of this Agreement, there is no change except for an immaterial change in the number of shares of Company Stock outstanding. All such issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. In addition, as of the date of this Agreement, BPP has reserved out of its authorized shares of Common Stock shares of Common Stock sufficient for issuance upon redemption or conversion, as applicable, of the shares of Preferred Stock, the Units and the Preferred Units issued pursuant to this Agreement and the Preferred Stock Purchase Agreement. BPP has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities the holders of which have the right to vote) with the stockholders of BPP on any matter. Except for the options awarded and the Company's Stock Option and Incentive Plan as amended on May 6, 1997 (the "Incentive Plan"), there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate BPP to issue, transfer or sell any shares of capital stock or other equity interests of BPP except with respect to certain "put" rights as disclosed in Schedule 3.2(a)(v) and with respect to the right to receive Units as Additional Consideration as provided in this Agreement. The consummation of the transactions contemplated in this Agreement will not give rise to any preemptive rights or antidilution rights exercisable by any holder of Company Stock except for any such rights which have been waived. (ii) Schedule 3.2(c)(ii) will set forth the number of Units and Preferred Units which will be outstanding immediately after the Closing (after giving effect to the transactions contemplated hereby and by the Preferred Stock Purchase Agreem...
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Capital Stock and Units. SMI is authorized to issue (i) 1,000,200 shares of Common Stock, $.01 par value per share (the "Common Stock"), of which 80,000 shares are issued and outstanding, (ii) 55,000 shares of Class A Common Stock, $.01 par value per share (the "Class A Common Stock"),
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Related to Capital Stock and Units

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Capital Stock and Related Matters (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificate of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Preferred Units Notwithstanding anything to the contrary, the provisions of Section 14.3 are not applicable to Preferred Units or the holders of Preferred Units. Holders of Preferred Units shall have no voting, approval or consent rights under this Article XIV. Voting, approval and consent rights of holders of Preferred Units shall be solely as provided for and set forth in Article XVI.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Shares The term “

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

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