Capitalization and Corporate Structure. (a) The registered capital of the Company as of the date of the Original Agreement is US$272,000,000, all of which has been (or will be) contributed and paid up by Seller prior to the Closing.
(b) The Company does not own or Control, directly or indirectly, any equity interests in any joint venture, partnership or similar arrangement. The Company is not and will not be obligated to make any investment in or capital contribution to or on behalf of any other Person. The Company does not have any registered or unregistered branch company.
(c) All the registered capital and shareholding changes and other historical entity changes of the Company from its establishment are valid and all requisite filings and other formalities in relation to such registered capital changes, shareholding changes and other historical entity changes required by PRC Laws and any other applicable Laws have been duly submitted, delivered, approved and registered, except for such other historical entity changes of the Company, where the failure to be valid or submitted, delivered, approved and registered would not have a Company Material Adverse Effect. Except as set forth in Section 3.7(c) of the Seller Disclosure Letter, any payments required for the above registered capital changes and shareholding changes of the Company have been fully made and settled without any potential or unsolved disputes.
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. (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.
(b) None of the Company Subsidiaries owns or controls, directly or indirectly, any equity interests in any joint venture, partnership or similar arrangement. None of the Company Subsidiaries is or will be obligated to make any investment in or capital contribution in or on behalf of any other Person.
(c) Each of the equity transfers, registered capital changes and other historical entity changes of the Company Subsidiaries since their respective dates of incorporation are valid and all requisite filings and other formalities in relation to such equity transfers required by the PRC laws and any other applicable laws have been duly submitted, delivered, approved and registered, except where the failure to be valid or submitted, delivered, approved and registered would not have a Company Subsidiary Material Adverse Effect. Any payments required for any such equity transfers, registered capital changes on other historical entity changes of the Company Subsidiaries since their respective dates of incorporation have been fully made and settled without any unresolved disputes, except where the failure to be fully made and settled would not have a Company Subsidiary Material Adverse Effect.
(d) No further payments are required to be made by Dragon Parent or the Seller under the Stock Purchase Agreement, dated November 16, 2009, by and among Dragon Parent, TTM Technologies International, Inc., TTM Hong Kong Limited, Meadville Holdings Limited and MTG Investmetn (BVI) Limited.
Capitalization and Corporate Structure. 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.
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. 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 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 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. The authorized capital stock of the Borrower is as stated on Schedule 4.09 hereto, and as of the Closing Date all issued and outstanding shares are validly issued, fully paid and nonassessable, and owned as set forth on Schedule 4.09 hereto. 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 such capital stock or to pay any dividends on any such capital stock. The Borrower has no Subsidiaries, other than Inne Dispensables, nor is it a partner in any partnership, joint venture or other similar entity.
