Capital Structure of Ardmore and Merger Sub Sample Clauses

Capital Structure of Ardmore and Merger Sub. (1) As of the date of this Agreement, Ardmore’s authorized capital stock consists of (i) 100,000,000 shares of Ardmore Stock, of which 2,675,000 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock par value $.001 per share (“Ardmore Preferred Stock”), of which no shares are presently issued and outstanding. At the Effective Time, Ardmore’s authorized capital stock will consist solely of 100,000,000 shares of Ardmore Stock, and 10,000,000 shares of preferred stock. Schedule 6(b)(1) sets forth the securities and Rights of Ardmore that will be outstanding at the Effective Time as well as all securities currently being subscribed for and to be issued at the Closing of the Offering, after giving effect to the Contemplated Transactions. As of the date of this Agreement and as at the Effective Time, the authorized capital stock of Merger Sub will consist of 1,000 authorized shares of $.001 par value common stock (the “Merger Sub Stock”), of which, all 1,000 shares will be issued and outstanding and owned by Ardmore, free and clear of all Encumbrances. Immediately after the Effective Time there shall be no more than 25,000,000 shares of Ardmore Stock outstanding other than those shares issuable in the Offering. Except as provided by the Transaction Documents, there are no (and will at Closing be no) outstanding Rights or obligations of Ardmore or Merger Sub to sell, issue, transfer or assign now or in the future any Ardmore Stock, Ardmore Preferred Stock, or Merger Sub Stock, and no preferred stock have been reserved for issuance. Ardmore has not designated or agreed to designate the rights, preferences or privileges of any Ardmore preferred stock.
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Related to Capital Structure of Ardmore and Merger Sub

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Company Capital Structure (a) The authorized capital stock of the Company consists of 19,907,500 shares of Company Common Stock and 20,185,000 shares of Company Preferred Stock, of which 5,280,000 shares are designated “Series A Convertible Preferred Stock” and 4,812,500 shares are designated “Series B Convertible Preferred Stock.” At the close of business on the date of this Agreement, (i) 4,687,436 shares of Company Common Stock were issued and outstanding and (ii) no shares of Company Common Stock were held in treasury by the Company. At the close of business on the date of the Agreement, 5,280,000 shares of Series A Convertible Preferred Stock were issued and outstanding, and 4,812,500 shares of Series B Convertible Preferred Stock were issued and outstanding. The Company Capital Stock is held by the Stockholders, with domicile addresses and in the amounts set forth in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Capital Stock and all outstanding Subsidiary Equity Interests are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter Documents or the applicable governing documents of any Subsidiary of the Company, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. No shares of the Company Capital Stock or Subsidiary Equity Interests are subject to any Lien suffered or permitted by the Company or any of the Company’s Subsidiaries. Other than as contemplated herein, the Company and its Subsidiaries have not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or Subsidiary Equity Interests or options or warrants to purchase Company Capital Stock or Subsidiary Equity Interests, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Stockholder has exercised any right of redemption, if any, and the Company has not received notice that any Stockholder intends to exercise such rights. Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. There are no shares of Company Unvested Capital Stock. The Company and its Subsidiaries have no other capital stock authorized or issued and outstanding

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

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