Capital Structure; Subsidiaries Sample Clauses

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of the Company (the "Company Capital Stock") consists of 100,000,000 shares of Company Common Stock of which 29,857,000 shares of Company Common Stock are outstanding, and 50,000,000 shares of Company Preferred Stock, none of which are outstanding. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of Company Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire Company Capital Stock other than options to acquire 791,000 shares of Company Common Stock (each, a "Company Option") issued pursuant to the Company's Amended and Restated 1997 Stock Option Plan (the "the Company Stock Option Plan"). As of the date of this Agreement, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (b) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company are issued or outstanding. (c) Except as set forth in this Section 3.2, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or other voting securities of the Company or, securities convertible into or exchangeable for shares of Company Capital Stock or other voting securities of the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company (i) to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities of the Company, or (ii) to make any equity investment in any other Person. (d) All dividends on shares of Company Common Stock that have been declared prior to the date of this Agreement have been...

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties, as of the Closing Date, is as described in Schedule 6.13(a) to the Disclosure Letter. Set forth on Schedule 6.13(b) to the Disclosure Letter is a complete and accurate list, as of the Closing Date, with respect to each of the direct and indirect Subsidiaries of the Parent including (i) jurisdiction of incorporation, (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than one hundred percent (100%) of the applicable entity and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b) to the Disclosure Letter, free and clear of all Liens (other than those arising under or contemplated in connection with the Loan Documents). As of the Closing Date, other than as set forth in Schedule 6.13(b) to the Disclosure Letter, neither the Parent nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock.

Capital Structure; Subsidiaries. (a) All of the issued and outstanding Equity Interests of each Acquired Company have been duly authorized and validly issued, are fully paid and non-assessable (if applicable), and have not been issued in violation of and are not subject to, any preemptive rights, rights of first refusal or similar rights. Except as set forth on Section 3.3(a) of the Seller Disclosure Schedule, there are no agreements, securities, options, warrants, call rights, commitments, undertakings, bonds, debentures, notes or other rights, arrangements or indebtedness existing or outstanding that are convertible into, or exchangeable for, Equity Interests of any Acquired Company or provide for the sale or issuance of any Equity Interest of any Acquired Company, or relate to the voting or transfer of such Equity Interests (other than this Agreement and the Organizational Documents of the Acquired Companies) or outstanding or authorized equity appreciation, phantom stock, phantom units, profit participation or similar rights with respect to any Acquired Company. All of the outstanding Equity Interests of each Acquired Company are owned of record or beneficially, directly or indirectly, by Seller free and clear of all Encumbrances, except for restrictions on transfer resulting from securities Laws. (b) Section 3.3(b) of the Seller Disclosure Schedule sets forth the following information for each Acquired Company: (i) its name and jurisdiction of organization or formation; (ii) the number of authorized shares or other Equity Interests; and (iii) the number of issued and outstanding shares or other Equity Interests, the names of the holders thereof, and the number of shares or other Equity Interests held by each such holder. The Acquired Interests constitute all of the outstanding Equity Interests of THP.

Capital Structure; Subsidiaries. The corporate capital and ownership structure of Consolidated Parties as of the Closing Date is as described in Schedule 8.1.13(a). Set forth on Schedule 8.1.13(b) is a complete and accurate list as of the Closing Date with respect to MLP Parent and each of its direct and indirect Subsidiaries of (a) its jurisdiction of formation or organization, (b) the percentage of the outstanding Equity Interests of each class issued by such Person and owned (directly or indirectly) by each Consolidated Party, and (c) whether it is an Immaterial Subsidiary, an Unrestricted Subsidiary, an MLP Subsidiary and/or an Exclusive Entity. The outstanding Equity Interests of all such Persons are validly issued, fully paid and non-assessable and are owned by Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 8.1.13(b), free and clear of all Liens (other than Permitted Liens and other Liens arising under or contemplated in connection with the Credit Documents). Each Borrower (other than MLP Parent) and Guarantor is a Subsidiary of MLP Parent. As of the Closing Date, each Obligor is a Borrower (and no Obligor is a Guarantor).

Capital Structure; Subsidiaries. (a) As of the date of this Agreement, the authorized capital stock of AHM consists of 19,000,000 shares of AHM Common Stock, of which 17,210,545 shares of AHM Common Stock are outstanding, and 1,000,000 shares of preferred stock, par value $1.00, of AHM (the "AHM Preferred Stock" and, together with the AHM Common Stock, the "AHM Capital Stock"), none of which are outstanding. All issued and outstanding shares of AHM Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of AHM Capital Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire AHM Capital Stock other than options to acquire 993,720 shares of AHM Common stock and warrants to acquire 50,000 shares of AHM Common Stock. (b) As of the date of this Agreement, the authorized capital stock of New Holdco consists of 100 shares of New Holdco Common Stock, of which 10 shares of New Holdco Common Stock are outstanding. Immediately prior to the Effective Time, the authorized capital stock of New Holdco shall consist of 100,000,000 shares of New Holdco Common Stock, and 10,000,000 shares of preferred stock, par value $0.01, of New Holdco (the "New Holdco Preferred Stock" and, together with the New Holdco Common Stock, the "New Holdco Capital Stock"). As of the date of this Agreement, all issued and outstanding shares of New Holdco Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of New Holdco Common Stock is entitled to preemptive rights. As of the date of this Agreement, there are outstanding no options, warrants or other rights to acquire New Holdco Common Stock. (c) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of New Holdco, AHM or any Subsidiary of AHM or New Holdco having the right to vote on any matters on which stockholders may vote are issued or outstanding. (d) Except as set forth on Schedule 4.2(d) of the AHM Disclosure Schedule, as of the date of this Agreement, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which (i) AHM is a party, or by which it is bound, obligating AHM to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of AHM Capital Stock or other voting securities of AHM or, securities convertible into or exchangeable for shares of AHM Capital Stock or other voting sec...

Capital Structure; Subsidiaries. (a) Section 5.05(a) of the GSRP Disclosure Letter sets forth a correct and complete list as of the date hereof of the aggregate number of issued and outstanding membership interests in each of GSRP and OpCo, the owner of each such interest, the aggregate capital contributions made or deemed to be made to GSRP by such member and the capital account balance of such member. All of the outstanding membership interests in each of GSRP and OpCo are free and clear of all Liens other than those contained in the Organizational Documents of such Person or pursuant to Securities Laws. (b) Other than tax equity partnerships of the GSRP Entities and the Special Interest Member’s interest in OpCo, GSRP or a wholly owned Subsidiary thereof owns the entire equity interest in each Subsidiary of GSRP. (c) Other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter, as contemplated by the Organizational Documents of the GSRP Entities (including the Amended GSRP LLC Agreement and the Amended OpCo LLC Agreement) or any tax equity partnership of the GSRP Entities, there are no outstanding securities, options, warrants, calls, or other similar rights, equity commitments, agreements, arrangements or undertakings (“Equity Rights”) (i) obligating any GSRP Entity to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any membership interests or any other equity interests in any GSRP Entity or any instruments or obligations convertible or exchangeable into or exercisable for any membership interests or any other equity interests in any GSRP Entity, (ii) giving any Person a right to subscribe for or acquire any membership interests or any other equity interests in any GSRP Entity or (iii) obligating any GSRP Entity to issue, grant, adopt or enter into any such Equity Right. There are no outstanding restricted shares, restricted share units, stock options, stock appreciation rights, performance shares, performance units, deferred stock units, contingent value rights, “phantom” stock or similar rights issued or granted by any GSRP Entity other than as set forth in Section 5.05(c) of the GSRP Disclosure Letter. (d) None of the GSRP Entities has any outstanding bonds, debentures, notes or other similar obligations having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matter. Except as set forth in Section 5.05(d) of the GSRP Disclosure Letter or the Or...

Capital Structure; Subsidiaries. (i) The authorized capital stock of the Company consists entirely of 5,500,000 shares of capital stock. No shares of such capital stock are issued or outstanding except for the Shares, which are held by the Sellers in the amounts set forth in Part 3.1(d)(i) of the Disclosure Schedule. The Shares are duly authorized, validly issued, fully paid, and nonassessable. Each Seller has, and at the Closing the Buyer shall receive, good and marketable title to the Shares, free and clear of any and all Encumbrances. There are no other outstanding shares of capital stock, or other equity interests or securities, or options, warrants, convertible or exchangeable securities or other rights that would obligate the Company to issue shares of capital stock or other equity interests or securities. There are no agreements, written or oral, to which the Company or any Seller is a party relating to the acquisition, disposition, voting or registration under applicable securities Laws of the Shares or any other stock or equity interests or other security of the Company. There are no outstanding or authorized stock appreciation, phantom stock, or equity or similar rights with respect to the Company. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) or otherwise on any matters on which any stockholders of the Company may vote. There are no preemptive rights, rights of first refusal, or other rights to acquire stock or other securities of the Company. (ii) The Company does not have any subsidiaries and does not own, directly or indirectly, any stock or membership interest of, or other equity or voting interest in any Person. (iii) Except as set forth in Part 3.1(d)(iii) of the Disclosure Schedule, the Company does not have any Indebtedness.

Capital Structure; Subsidiaries. (i) As of the close of business on November 6, 2018 (the “Capitalization Date”), 173,844,943 Ordinary Shares were issued and outstanding. Since the close of business on the Capitalization Date, the Company has not issued any Ordinary Shares other than pursuant to the settlement of Company RSUs or the exercise of the Comcast Warrants or the Charter Warrants. All of the Ordinary Shares have been validly allotted and are validly issued, fully paid up and issued without violation of any preemptive rights. Section 5.1(b)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the close of business on the Capitalization Date, of the aggregate number of Ordinary Shares subject to or otherwise deliverable in connection with the settlement of Company RSUs, including (x) the number of vested and unvested Company RSUs, (y) the number of vested but deferred Company RSUs and (z) the number of Company RSUs constituting cash-based awards entitling the grantee thereof to cash payments equal to the value of an established number of Ordinary Shares thereunder upon the settlement thereof at vesting (in lieu of Ordinary Shares) (a “Phantom Company RSU”). The Company has provided or made available to Buyer correct and complete books and records of the Company reflecting the related time vesting periods, performance vesting periods and target performance levels applicable to such Company RSUs (including the Phantom Company RSUs), and the equity incentive plan of the Company or a Subsidiary of the Company (each such plan, a “Stock Plan” and collectively, the “Stock Plans”) pursuant to which such Company RSUs were granted (including a delineation of the number of Company RSUs granted under each such Stock Plan). As of the date hereof, there are warrants to purchase up to 1,357,143 Ordinary Shares at an exercise price of $22.19 per Ordinary Share issued, vested and outstanding pursuant to the Comcast Warrant Agreement (the “Comcast Warrants”) and there are no other warrants or other rights to acquire Ordinary Shares outstanding, issuable, exercisable or eligible for future vesting or exercise, under the Comcast Warrant Agreement. As of the date hereof, there are warrants to purchase an aggregate of up to 850,000 Ordinary Shares at an exercise price of $28.54 per Ordinary Share issued, vested and outstanding pursuant to the Charter Warrant Agreement (the “Vested Charter Warrants”). Other than the Vested Charter Warrants and the warrants to purchase u...

Capital Structure; Subsidiaries. (a) Seller owns (of record and beneficially) all of the Interests free and clear of any Encumbrances (except for (i) any Encumbrances arising pursuant to applicable securities Laws or that were created by or arise pursuant to the terms of this Agreement or the other Transaction Documents, and (ii) any Encumbrances shown in Section 3.5(a) of the Seller Disclosure Schedule which will be released prior to Closing). The Interests are duly authorized and were validly issued and constitute all of the outstanding equity interests of the Company. There are no (A) outstanding obligations, options, warrants, convertible securities or other rights, agreements or commitments obligating Seller or the Company to issue or sell or otherwise transfer any equity interests of the Company, (B) outstanding obligations of the Company to repurchase, redeem or otherwise acquire any equity interests of the Company, or (C) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any equity interests of the Company. The assignments, endorsements, membership interest powers or other instruments of transfer to be delivered by Seller to Purchaser at the Closing will be sufficient to transfer Seller’s entire interest in the Interests (of record and beneficially). Upon transfer to Purchaser of the certificates representing the Interests, Purchaser will receive good title to the Interests, free and clear of all Encumbrances (other than Encumbrances arising pursuant to applicable securities Laws). (b) As of the date of this Agreement, the Company does not have any Subsidiaries and does not own an equity interest in any Person. As of the Closing Date, the Company’s only Subsidiaries, and the only Persons in which the Company owns any equity interests, are the Subsidiaries listed on Section 3.5(b) of the Seller Disclosure Schedule. All of the equity interests of the Persons that shall be Subsidiaries of the Company as of the Closing are duly authorized and were validly issued and (as of the Closing Date) shall be owned (of record and beneficially) by the Company free and clear of any Encumbrances (except for any Encumbrances arising pursuant to applicable Securities Laws or that were created by or arise pursuant to the terms of this Agreement or the other Transaction Documents). As of the Closing, there shall be no (i) outstanding obligations, options, warrants, convertible securities or other rights, agreements ...