Capitalization and Indebtedness Sample Clauses
POPULAR SAMPLE Copied 1 times
Capitalization and Indebtedness. (a) As of the date hereof, the authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, of which as of the date hereof, 38,313,803 shares are issued and outstanding, and 5,000,000 shares of preferred stock (the "Preferred Stock") of the Company, of which as of the date hereof no shares are issued or outstanding. All of the outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Filings, no shares of Common Stock or Preferred Stock are subject to preemptive rights or any other similar rights or any liens suffered or permitted by the Company. Except as disclosed in the SEC Filings, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of Capital Stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of Capital Stock of the Company or any of its Subsidiaries, (ii) there are no outstanding debt securities, notes, credit agreements, or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound and (iii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except as provided in this Agreement). Except as disclosed in the SEC Filings, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of any of the Common Stock as described in this Agreement. The Company has furnished to the Underwriter true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.
(b) Upon issuance of the Common Stock issuable upon exercise of the Purchase Option, and payment of the Purchase Option Exercise Price therefor, pursuant to a purchase and sale in accordance with th...
Capitalization and Indebtedness. As at 30 June 2016, the shareholders’equity of the Issuer amounted to EUR 1,852.14 million as shown in the table below; in million EUR Capital 1,124.52 Share premium account 504.47 Reserves 123.94 Net result 34.61 The net result (including IAS 39 impact) as at 30 June 2016 represents a gain of EUR 22.50 million. As at 30 June 2016, the consolidated debt of the Issuer amounted to EUR 1,672.92 million as shown in the table below: in million EUR Provisions 17.18 Non-current financial debts 1,094.13 Other non-current financial liabilities 99.58 Deferred taxes 35.60 Current financial debts 312.04 Other current financial liabilities 18.23 Trade debts and other current debts 77.27 Accrued charges and deferred income 18.90 As at 30 June 2016, the consolidated financial debts of the Issuer amounted to EUR 1,406.16 million, comprising of: • EUR 379,46 million in the form of non-convertible bonds: Issuer Par value (in million EUR) Issue price Coupon Issue date Maturity date Cofinimmo 140.0 100% 3.598% 26.07.2012 07.02.2020 Cofinimmo 50.0 100% 2.78% 23.10.2013 23.10.2017 Cofinimmo 190.0 100% 1.929% 25.03.2015 25.03.2022 • EUR 197,33 million in the form of a bond convertible into Cofinimmo shares: Issuer Par value (in million EUR) Issue price Conversion price Coupon Issue date Maturity date
Capitalization and Indebtedness. As of the date hereof, the authorized capital stock of the Corporation consists of (i) 50,000,000 shares of Common Stock, par value $0.01 per share, of which, as of the date hereof, 32,119,277 shares are issued and outstanding, (ii) 10,000,000 shares of Class B Stock, par value $0.01 per share ("Class B Stock"), of which, as of the date hereof, 2,057,103 shares are issued and outstanding, (iii) 800,000 shares of 9% Cumulative Exchangeable Preferred Stock, par value $1.00 per share ("9% Preferred Stock"), of which, as of the date hereof, 782,496 shares are issued and outstanding, (iv) 200,000 shares of 5% Cumulative Convertible Preferred Stock, $1.00 par value per share ("5% Preferred Stock"), of which, as of the date hereof, no shares are issued and outstanding, as 113,000 shares were deemed converted into Common Stock on July 31, 2002 (subject to dispute) and (v) 2,000,000 shares of Preferred Stock, par value $1.00 per share, of which, as of the date hereof, none are issued and outstanding. All of the outstanding shares of Common Stock, Class B Stock, 9% Preferred Stock, 5% Preferred Stock and Preferred Stock have been validly issued and are fully paid and nonassessable. No shares of Common Stock or Class B Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Corporation. Except as set forth in the Loan Agreement and as contemplated by this Warrant, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Corporation or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Corporation or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Corporation or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Corporation or any of its subsidiaries, and (ii) there are no agreements or arrangements under which the Corporation or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions...
Capitalization and Indebtedness. The authorized capital stock of the Issuer consists of 100,000,000 shares of Issuer Common Stock of which 13,481,930 are issued and outstanding as of the date hereof without giving effect to the issuance of shares contemplated hereby or the automatic conversion of any of Issuer's convertible debt securities as a result of the transaction contemplated hereby. In accordance with the terms of the convertible securities of the Issuer set forth on Schedule 4.2 hereof, the convertible securities will by their terms be converted into not more than 19,050,000 shares of Issuer Common Stock upon the consummation of the transactions contemplated by this Agreement (the "Conversion of Indebtedness") if conversion occurs on or before January 15, 2002. Each outstanding share of Issuer Common Stock is duly authorized, validly issued, fully paid and nonassessable, without any personal liability attaching to the ownership thereof and has not been issued and is not owned or held in violation of any preemptive rights of stockholders. Except as set forth on Schedule 4.2, there is no commitment, plan or arrangement to issue, and no outstanding option, preemptive right, warrant or other right, instrument or security calling for the issuance of any share of capital stock of the Issuer or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Issuer. As of the date hereof the Issuer is not in default with respect to any Indebtedness and the consummation of the transactions contemplated by this Agreement and the OAM Stock Purchase Agreement will not result in any such default. Immediately following the consummation of the transactions contemplated by this Agreement and the Conversion of Indebtedness if conversion occurs on or before January 15, 2002, the total outstanding indebtedness of the Issuer shall not be greater than $950,000, and indebtedness other than subordinated indebtedness shall not be greater than $950,000.
Capitalization and Indebtedness. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which as of the date hereof, 21,705,946 shares are issued and outstanding and no shares of Preferred Stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in Schedule 3(c), as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities, notes, credit agreements, or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement).
Capitalization and Indebtedness. Not applicable.
Capitalization and Indebtedness. (a) Section 5.3(a) to the Company Disclosure Letter sets forth a complete and accurate list of all of the issued and outstanding Equity Interests of the Company (including the holders thereof and the amount of Equity Interests held by such holders) as of the date of this Agreement, together with a complete and accurate pro forma entity-level capitalization table as of immediately prior to the date of this Agreement after giving effect to all of the Additional Acquisitions. The Persons set forth on Section 5.3(a) to the Company Disclosure Letter own all of the issued and outstanding Equity Interests of the Company as set forth therein as of the date of this Agreement. Except as set forth in the Governing Documents of the Company (complete and accurate copies of which have been made available to Constellation), no Person has any right of first offer, right of first refusal, or preemptive right in connection with any future offer, sale, or issuance of Equity Interests of the Company. Except as provided in the Additional Acquisition Documentation, the Company does not (a) have any subsidiaries or own Equity Interests of any other Person, (b) have any obligation to invest in, or make a capital contribution to, any Person, or (c) otherwise control any other Person. Upon issuance, the Total Share Consideration will be duly authorized, validly issued, fully paid and nonassessable. The Converting Holders will receive the Total Share Consideration free and clear of all Liens.
(b) Section 5.3(b) to the Company Disclosure Letters sets forth a listing of all Indebtedness of the Company (including any Indebtedness convertible into Equity Interests), including (1) the lender thereunder and (2) the outstanding balance thereon as of the date of this Agreement.
(c) Merger Sub is wholly owned by the Company and was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Transactions.
Capitalization and Indebtedness. 14 5.3 Subsidiaries..............................................15 5.4 Authorization; Enforcement; Compliance with Other Instruments...............................................15 5.5 No Conflicts..............................................16 5.6 Compliance with Applicable Law; Regulatory Permits........16 5.7
Capitalization and Indebtedness. As of the date hereof and immediately prior to the issuance of the Common Shares and Warrants and Additional Warrants hereunder, the authorized capital stock of the Company consists of 70,000,000 shares of Common Stock, of which as of the date hereof, 34,820,135 shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, of which as of the date hereof 161,112 shares are issued or outstanding. All of the outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock or Preferred Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as set forth on Schedule 3(c), as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, and (ii) there are no outstanding debt securities, notes, credit agreements, or other agreements, documents or instruments evidencing indebtedness of the Company, other than trade payables incurred in the ordinary course of business or equipment lease obligation representing amounts of less than $50,000 individually or $400,000 in the
Capitalization and Indebtedness. The Manager shall have sufficient capital to perform all of its obligations under this Agreement at all times from the Closing Date and until the Indenture has been terminated in accordance with the terms thereof and shall not incur any Indebtedness over $10,000,000 (plus up to $15,000,000 of additional Indebtedness for real property where the real property value exceeds the value of such Indebtedness) without the approval of a Majority of Controlling Class.