Capital Stock; Subsidiaries. (a) The authorized capital stock of the Company consists of 7,000,000 shares of common stock, $0.01 par value per share, of which 2,898,637 shares are issued and outstanding as of the date of this Agreement, and 1,000,000 shares of preferred stock, $0.01 par value per share, of which there are no shares issued and outstanding as of the date of this Agreement. Except for the 2,898,637 shares of common stock referenced in the preceding sentence, there are no shares of capital stock or other equity securities of the Company outstanding. There are options to purchase 308,812 shares of common stock of the Company outstanding as of the date of this Agreement, and except for such options, there are no options, Rights or Contracts requiring the Company to issue additional shares of its capital stock. There are 308,812 shares of capital stock reserved with respect to such options. The authorized capital stock of the Company Bank consists of 10,000,000 shares of common stock, par value $10.00 per share, of which 600,000 shares are issued and outstanding as of the date of this Agreement and are owned and held by the Company, and except for such 600,000 shares of common stock, there are no shares of capital stock or other equity securities of the Company Bank outstanding. All outstanding interests in the LLC are owned and held by the Company Bank, and except for such interests, there are no other ownership interests or other securities of the LLC outstanding. The Company has no other direct or indirect Subsidiaries other than the Company Bank as of the date of this Agreement. The Company Bank has no other direct or indirect Subsidiaries other than the LLC as of the date of this Agreement.
(b) All of the issued and outstanding shares of capital stock of the Company and its Subsidiaries are duly and validly issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of capital stock of the Company or any of its Subsidiaries has been issued in violation of any preemptive rights of the current or past shareholders of such Persons. Except as set forth in Section 4.3(a) above, (i) no equity securities of any Subsidiaries of the Company are or may become required to be issued (other than to the Company or any of its Subsidiaries) by reason of any Rights, and (ii) there are no Contracts by which the Company or any Subsidiary of the Company is bound to issue (other than to the Company or any of its Subsidiaries) additional shares of its capital ...
Capital Stock; Subsidiaries. (a) All of the outstanding Capital Stock of each Loan Party has been duly authorized and validly issued and is fully paid and non-assessable and, in the case of each Guarantor, has been duly pledged as Collateral under the Security Documents and is free and clear of all Liens (except Liens created under the Security Documents and Liens in favor of the First Lien Lender granted pursuant to the First Lien Loan Documents). All of the Capital Stock of Borrower owned by Holdings and by the General Partner has been pledged as Collateral under the Security Documents and is free and clear of all Liens (except Liens created under the Security Documents and Liens in favor of the First Lien Lender granted pursuant to the First Lien Loan Documents).
(b) The Subsidiaries listed on Schedule 3.17 constitute all the Subsidiaries of each Loan Party as of the Closing Date and as of the Funding Date. Schedule 3.17 sets forth as of the Closing Date and as of the Funding Date, the exact legal name (as reflected on the certificate of incorporation (or formation) and jurisdiction of incorporation (or formation) of each Subsidiary of any Loan Party and, as to each such Subsidiary, the percentage and number of each class of Capital Stock owned by each Loan Party.
(c) There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options with respect to Capital Stock of Holdings granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any Loan Party.
(d) The General Partner owns directly all of the general partnership interests of Borrower, and Holdings owns directly all of the other Capital Stock of Borrower. No Loan Party owns or holds, directly or indirectly, any Capital Stock of any Person other than any Subsidiary. Borrower owns, directly or indirectly through other Subsidiaries, all of the outstanding Capital Stock of its Subsidiaries. Each Loan Party is a party to the Guarantee and Security Agreement.
(e) There are no agreements or understandings (other than the Loan Documents and the First Lien Loan Documents): (i) to which any Loan Party is a party with respect to the voting, sale or transfer of any shares of Capital Stock of Borrower or restricting the transfer or hypothecation of any such shares or (ii) with respect to the voting, sale or transfer of any shares of Capital Stock of any Loan Party (other than Holdings) or restricting the transfer or hypo...
Capital Stock; Subsidiaries. (a) After giving effect to the filing of the Certificate of Determination on or prior to the Closing Date, and the exchange contemplated hereby on the Closing Date, the authorized and outstanding capital stock of the Company consists of: 12,500,000 shares of Common Stock, which is vested with 100% of the present right to elect directors of the Company, of which 6,531,831 shares are issued and outstanding; 250,000 shares of Series A Preferred Stock, of which 250,000 shares are issued and outstanding; and 4,750,000 shares of other Preferred Stock (the "Junior Preferred Stock"), of which no shares are issued and outstanding. All such outstanding shares have been duly authorized, validly issued and are fully paid, nonassessable and free of preemptive rights. No shares of stock are held in the treasury of the Company. The Company has no Subsidiaries.
(b) All issued and outstanding securities (as defined in the Securities Act) of the Company have been offered, issued, sold and delivered in compliance with, or pursuant to exemptions from, all applicable federal and state laws, and the rules and regulations of federal and state regulatory bodies governing the offering, issuance, sale and delivery of securities.
(c) Except as specified on Item 2.1(c) of Schedule II, there are no subscriptions, options, warrants or calls relating to the issuance by the Company of any shares of its capital stock, including any right of conversion or exchange under any outstanding security or other instrument. There are no voting trusts or other agreements or understandings with respect to the voting of the capital stock of the Company to which the Company is a party. To the knowledge of the Company, there are no voting trusts or other agreements or understandings with respect to the voting of the capital stock of the Company. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any security convertible into or exchangeable for any of its capital stock. The Company has not granted registration rights to any holders of its securities except as specified on Item 2.1(c) of Schedule II.
Capital Stock; Subsidiaries. Set forth on Schedule 1(a) to the Perfection Certificate is a complete and accurate list of all Subsidiaries of the Borrower as of the Closing Date, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 5.1(b) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the Closing Date. As of the Closing Date, Schedule 10(a) to the Perfection Certificate shows the number of shares or other units of each class of each Subsidiary’s Capital Stock authorized, and the number outstanding, on the Closing Date and the percentage of each such class of its Capital Stock owned (directly or indirectly) by the Borrower or any Subsidiary thereof. All of the outstanding Capital Stock of each such Subsidiary (A) (in the case of Subsidiaries that are corporations) has been validly issued, is fully paid and non-assessable and (B) to the extent owned by the Borrower or one or more of its Subsidiaries, is free and clear of all Liens, except those created under the Security Documents or Liens permitted pursuant to Section 7.1.
Capital Stock; Subsidiaries. (a) As of the Closing Date, after giving effect to the Transactions, the authorized and issued shares of each class of Capital Stock of the Borrower and each of its Subsidiaries will be as set forth on Schedule 3.04(a). As of the Closing Date after giving effect to the Transactions, all of the issued and outstanding shares of Capital Stock of the Borrower and each of its Subsidiaries will be validly issued, fully paid and non-assessable and not subject to any pre-emptive rights and owned of record and beneficially by the Persons listed on Schedule 3.04(a) free and clear of all Liens other than Permitted Liens.
(b) As of the Closing Date, after giving effect to the Transactions, except as set forth on Schedule 3.04(a), neither the Borrower nor any of its Subsidiaries owns any shares of Capital Stock of, or have any direct or indirect equity interest in, any other Person.
(c) Except as set forth on Schedule 3.04(c), as of the Closing Date and after giving effect to the Transactions, there are no securities outstanding that are convertible into or exchangeable for any shares of Capital Stock of the Borrower or any of its Subsidiaries, nor are there outstanding any rights to subscribe for or purchase, or any options or warrants for the purchase of, or any agreements (contingent or otherwise) providing for the issuance of, or any calls, commitments or claims of any character relating to, any shares of Capital Stock of the Borrower or any of its Subsidiaries or any securities convertible into or exchangeable for any such shares.
(d) On the Closing Date, after giving effect to the Transactions, none of the Borrower or any of its Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase, acquire or retire (i) any of its Capital Stock, (ii) any securities convertible into or exchangeable for any of its Capital Stock, or (iii) any options, warrants or other rights to subscribe for, purchase or acquire any of its Capital Stock.
Capital Stock; Subsidiaries. 15 5.4 SEC Filings; Company Financial Statements...............................................................15 5.5 Absence of Undisclosed Liabilities......................................................................16 5.6 Absence of Certain Changes or Events....................................................................16 5.7
Capital Stock; Subsidiaries. As of the Closing Date, the Loan Parties do not have any direct or indirect Subsidiaries that are not Excluded Subsidiaries other than those specifically disclosed on Schedule 4.2 (it being understood Schedule 4.2 may also set forth Subsidiaries that are Excluded Subsidiaries). All of the outstanding Capital Stock of each such Subsidiary (A) (in the case of Subsidiaries that are corporations) has been validly issued, is fully paid and non-assessable and (B) to the extent owned by the Borrower or any other Loan Party, is free and clear of all Liens, except those created under the Security Documents or Liens permitted pursuant to Section 7.1.
Capital Stock; Subsidiaries. (a) The entire authorized capital stock of Seller consists of 10,000 shares, no par value, of common stock (the "Seller Common Stock"), of which 143.896 shares of Seller Common Stock are issued and outstanding. The Shareholders are the sole owners of all of the outstanding capital stock of the Seller, and their respective ownership of the Seller Common Stock are set forth on Schedule 3.03. Except as set forth on Schedule 3.03, there are no outstanding obligations, options, warrants, convertible securities, phantom stock, stock appreciation rights or other rights, agreements, arrangements or commitments of any kind relating to the capital stock of Seller or obligating Seller to issue or sell any shares of capital stock of, or any other interest in, Seller. Except as set forth on Schedule 3.03, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any shares of Seller Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. Except as set forth on Schedule 3.03, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Seller Common Stock.
(b) Seller has no Subsidiaries.
Capital Stock; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of Cardinal consists of 1,100,000 shares of Cardinal Common Stock, of which 18,473.907 shares are issued and outstanding, 17,473.907 shares of which are denominated as Class A, 1,000 shares of which are denominated as Class B, and none are held in its treasury, and 47,500 shares of Cardinal Preferred Stock, of which 23,123.616 shares are issued and outstanding and denominated as Class C Preferred Stock and none are held in its treasury. All issued and outstanding shares of Cardinal Common Stock and Cardinal Preferred Stock have been duly authorized and are validly issued, fully paid and non-assessable. All outstanding shares of Cardinal Common Stock and Cardinal Preferred Stock are held of record and beneficially by the Persons set forth in Section 3.1 of the Cardinal Disclosure Schedules, as it may be amended as of the Closing Date in accordance with Sections 6.4, 6.13 and 7.1(l) hereof.
(b) The authorized capital stock of Cardinal Services consists of 300,000 shares of Cardinal Services common stock (consisting of 150,000 shares designated as voting common stock and 150,000 shares designated as non-voting common stock), of which 120,000 shares of voting common stock are issued and outstanding, no shares of non-voting common stock are issued and outstanding and none are held in its treasury. All issued and outstanding shares of Cardinal Services common stock have been duly authorized and are validly issued, fully paid and non-assessable, and are held of record and beneficially by Cardinal.
(c) Except as set forth in Section 4.2 of the Cardinal Disclosure Schedules, there are no outstanding stock options or other rights to acquire any shares of the capital stock of Cardinal or Cardinal Services or any security convertible into Cardinal Common Stock, and except as contemplated by Sections 6.4, 6.13 or 7.1(l) hereof or as set forth in Section 4.2 of the Cardinal Disclosure Schedules, neither Cardinal nor Cardinal Services has any obligation or other commitment to issue, sell or deliver any of the foregoing or any shares of its capital stock. All issued and outstanding shares of Cardinal Common Stock and Cardinal Services common stock have been issued in compliance with all legal requirements and without violation of any preemptive or similar rights.
(d) Cardinal owns, directly or indirectly, no interest in any Person other than Cardinal Services. Cardinal Services has no interest in any other...
Capital Stock; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of IHI consists of 50,000,000 shares of IHI Common Stock, of which 13,690,165 shares of IHI Common Stock are issued and outstanding and 1,586,265 shares are held in its treasury, and 7,500,000 shares of preferred stock, $.01 par value per share, none of which are issued and outstanding and none are held in its treasury. All issued and outstanding shares of IHI Common Stock have been duly authorized and are validly issued, fully paid and non-assessable.
(b) Except as set forth in Section 5.2 of the IHI Disclosure Schedules, there are no outstanding options, warrants or other rights to acquire or have delivered any shares of IHI Common Stock or any security convertible into IHI Common Stock and except as set forth in Section 5.2 of the IHI Disclosure Schedules, IHI has no obligation or other commitment to issue, sell or deliver any of the foregoing or any shares of its capital stock. Except as set forth in Section 5.2 of the IHI Disclosure Schedules, neither the execution of this Agreement nor any other documents contemplated to be executed hereby nor the consummation of the Merger nor any other transaction contemplated hereby or thereby will result in the triggering of any "anti-dilution" provisions of any option, warrant or other instrument granting others the right to acquire any securities of IHI. Except as set forth in Section 5.2 of the IHI Disclosure Schedules, no Person has any registration rights with respect to any of IHI's capital stock. All of the issued and outstanding shares of IHI Common Stock have been issued in compliance with all Legal Requirements and without violation of any preemptive or similar rights.
(c) All issued and outstanding shares of common stock of IHI's Subsidiaries have been duly authorized and are validly issued, fully paid and non-assessable. Except as set forth in Section 5.2 of the IHI Disclosure Schedules, all outstanding capital stock of IHI's Subsidiaries are held of record and beneficially by IHI.
(d) All shares of IHI Common Stock to be issued pursuant to this Agreement will be, when issued in exchange for shares of T-3 Common Stock upon consummation of the Merger, duly authorized, validly issued, fully paid and non-assessable.
(e) Section 5.2 of the IHI Disclosure Schedules contains a list of all of IHI's Subsidiaries. Except for its Subsidiaries, or as set forth in Section 5.2 of the IHI Disclosure Schedules, IHI does not directly or indirectly hav...
