Capitalization and Corporate Structure. The Parent Guarantor has the capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the heading “Capitalization”; all of the issued shares of capital stock of the Parent Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable. The Parent Guarantor indirectly owns the sole general partner interest of the Company and 37.0% of the limited partner interests in the Company.
Capitalization and Corporate Structure. The authorized capital stock of (i) the Borrower consists of 10,000,000 shares of Common Stock, and 2,788,228 shares of Common Stock are validly issued, fully paid and nonassessable, (ii) Vicon Industries (UK) Limited consists of 75,000 shares of ordinary stock and 25,000 shares of non-voting stock, of which 75,000 shares of ordinary stock are validly issued, fully paid and nonassessable, and 100% of such common stock is owned of record and beneficially by the Borrower, and (iii) Vicon Industries Foreign Sales Corporation consists of 1,000 shares of Common Stock of which 100 shares of common stock are validly issued, fully paid and nonassessable. There are no outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or other), or commitments therefor, to subscribe for, purchase or acquire any shares of Common Stock or to pay any dividends on any shares of Common Stock, except in accordance with Section 7.08 and 7.09, or to distribute to any holders of Common Stock any properties or assets of the Borrower. The Borrower has no Subsidiaries other than Vicon Industries (UK) Limited and Vicon Industries Foreign Sales Corporation.
Capitalization and Corporate Structure. (A) As of the Closing Date, the authorized capital stock or partnership interest, as the case may be, of the Borrower is validly issued, fully paid and nonassessable. (B) There are no outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or other), or commitments therefor, to subscribe for, purchase or acquire any Securities or to pay any dividends on any Securities, except in accordance with Section 6.07 hereof or as set forth in Schedule 3.08, or to distribute to any holders of Securities any properties or assets of the Borrower. (C) The Borrower does not have any Subsidiaries, nor is it a partner in any partnership, joint venture or other similar entity.
Capitalization and Corporate Structure. The Parent's capitalization and the corporate structure of the Parent and the Guarantors is accurately described in on Schedule 8.7 hereto.
Capitalization and Corporate Structure. The corporate and capital structure of the Borrower and its Subsidiaries shall be satisfactory to the Agent and the Lender in all respects.
Capitalization and Corporate Structure. The Lead Arranger shall be satisfied (in its reasonable judgment) with the capitalization and corporate and organizational structure of Borrower (after giving effect to the Amended and Restated Transactions).
Capitalization and Corporate Structure. The capital and corporate structure of Holdings, Xxxx'x and each Borrower and its Subsidiaries after giving effect to the Xxxx'x Merger shall be satisfactory to the Agent and the Lenders in all respects.
Capitalization and Corporate Structure. Section 4.3.15.
Capitalization and Corporate Structure. Such Lender shall have satisfactorily completed its review of the Company’s capital and legal structure and the termination of the LDRV ESOP.
Capitalization and Corporate Structure. (a) The registered capital and the paid-in capital of each Company Subsidiary as of the date of this Agreement are set forth in Section 3.2(a) of the Seller Disclosure Letter.
