Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement, there are: (A) 49,683,779 Company Shares validly issued and outstanding; (B) no preferred shares issued or outstanding; (C) outstanding Company Options providing for the issuance of 60,000 Company Shares upon the exercise thereof; and (D) outstanding Company RSUs providing for the issuance of 694,799 Company Shares upon the exercise thereof. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except for the Company Options and Company RSUs referred to in this Section 3.1(g)(i) and the Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of the Company or any of its Subsidiaries to issue or sell any shares of the Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of the Company or any of its Subsidiaries, and other than the Company Employee Share Plans, there are no equity or security based compensation arrangements maintained by the Company. No Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market.
(ii) A schedule aggregating all outstanding grants to holders of Company Options and Company RSUs and the number, exercise price, vesting schedule (where applicable) and expiration dates of each grant to such holders has been provided in the Company Data Room. All Company Shares that may be issued pursuant to the exercise of outstanding Company Options will, when issued in accordance with the terms of the Company Options be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.
(iii) As of the date hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Shares or any shares of any of its Subsidiaries. No Subsidiary of...
Capitalization and Listing. (i) The authorized share capital of Xxxxxxx consists of an unlimited number of Xxxxxxx Shares. As at the date of this Agreement there are: (A) 50,912,599 Xxxxxxx Shares validly issued and outstanding as fully-paid and non-assessable shares of Xxxxxxx; (B) outstanding Xxxxxxx Options providing for the issuance of 1,010,000 Xxxxxxx Shares upon the exercise thereof; 152,666 outstanding Xxxxxxx RSUs; and no outstanding Xxxxxxx DSUs or Xxxxxxx SARs. The terms of the Xxxxxxx Options (including exercise price) and Xxxxxxx RSUs are disclosed in Schedule 3.1(g)to the Xxxxxxx Disclosure Letter. Except as disclosed in Schedule 3.1(g) to the Xxxxxxx Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Xxxxxxx to issue or sell any shares of Xxxxxxx or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Xxxxxxx, and (y) no Person is entitled to any pre-emptive or other similar right granted by Xxxxxxx. The Xxxxxxx Shares are listed on the TSXV, and are not listed or quoted on any market other than the TSXV.
(ii) Schedule 3.1(g) to the Xxxxxxx Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Xxxxxxx Options and the number, exercise prices and expiration dates of each grant to such holders. All Xxxxxxx Shares that may be issued pursuant to the exercise of outstanding Xxxxxxx Options will, when issued in accordance with its Xxxxxxx Options, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.
(iii) Schedule 3.1(g) to the Xxxxxxx Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Xxxxxxx RSUs and the number and expiration dates of each grant to such holders. All Xxxxxxx Shares that may be issued pursuant to the exercise of outstanding Xxxxxxx RSUs will, if issued in accordance with its Xxxxxxx RSUs, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.
(iv) There are no outstanding contractual obligations of Xxxxxxx to repurchase, redeem or otherwise acquire any Xxxxxxx Shares.
(v) There are no outstanding Xxxxxxx DSUs or SARs.
(vi) No order ceasing or suspending trading in securities of ...
Capitalization and Listing. (i) The authorized share capital of Bullion consists of 100,000,000 Bullion Shares and 10,000,000 shares of preferred stock of a par value of $0.001 per share. As at the date of this Agreement there are: (y) 39,360,518 Bullion Shares validly issued and outstanding as fully-paid and non-assessable shares of Bullion and nil preferred shares issued and outstanding; and (z) Bullion Warrants providing for the issuance of 2,500,000 Bullion Shares upon the exercise thereof.
(ii) The Bullion Shares are quoted on the OTCQB and the Frankfurt Stock Exchange, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the OTCQB and the Frankfurt Stock Exchange.
(iii) Schedule 4.1(g)(iii) to the Bullion Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Bullion Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Bullion Shares that may be issued pursuant to the exercise of outstanding Bullion Warrants will, when issued in accordance with the terms of the Bullion Warrants be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.
(iv) There are no contractual obligations of Bullion or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any Bullion capital stock or capital stock of any of its Subsidiaries, voting securities of, or any other equity interests in Bullion or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of Bullion capital stock, or any voting securities of, or any other equity interests in Bullion or any of its Subsidiaries or (ii) pursuant to which Bullion or any of its Subsidiaries is or could be required to register shares of Bullion capital stock or other securities under the Securities Act.
(v) Except as set forth in Subsection 4.1(g)(i) or Schedule 4.1(g)(v) to the Bullion Disclosure Letter, none of Bullion and its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock- based performance units, commitments or agreements of any character (A) calling for the purchase, transfer or issuance of, or the payment of any amount based on, any Bullion capital stock or capital stock of any of its Subsidiaries, voting secu...
Capitalization and Listing. (i) The authorized share capital of Vail consists of 100,000,000 Vail Shares and 25,000,000 shares of preferred stock. As of the date of this Agreement there are: (A) 41,614,641 Vail Shares validly issued and outstanding as fully-paid and non-assessable shares of Vail, of which 5,434,977 are treasury shares; (B) no shares of preferred stock issued or outstanding; (C) 260,316 outstanding Vail RSUs providing for the issuance of 260,316 Vail Shares upon the exercise thereof; and (D) 2,380,824 outstanding Vail SARs. All Vail Shares have been, and all Vail Shares issuable upon the vesting or exercise of the Vail RSUs and Vail SARs, as the case may be, in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable. Except for the Vail RSUs and Vail SARs referred to in this Section (f)(i), as of the date of this Agreement, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Vail or any of its Subsidiaries to issue or sell any shares in the capital of Vail or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Vail or any of its Subsidiaries, and other than the Vail Employee Share Plans, there are no equity or security based compensation arrangements maintained by Vail. As of the date of this Agreement, except as set forth in this Section (f)(i), no Person has any right, whether pre-emptive or contractual, to any unissued Vail Shares.
(ii) All outstanding securities of Vail have been issued in material compliance with all applicable Laws.
(iii) There are no bonds, debentures or other evidences of indebtedness of Vail or its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Vail Shareholders on any matter.
(iv) The Vail Shares to be issued at the Effective Time will be duly and validly issued by Vail and fully paid and nonassessable. Prior to the Effective Time, Vail will reserve for issuance the Vail Shares to be issued upon conversion of the Exchangeable Shares.
Capitalization and Listing. (i) The authorized share capital of Eurasian consists of an unlimited number of Eurasian Shares. As at the date of this Agreement there are: (A) 52,236,004 Eurasian Shares validly issued and outstanding as fully-paid and non-assessable shares of Eurasian; (B) Eurasian Options providing for the issuance of 4,102,867 Eurasian Shares upon the exercise thereof; and (C) Eurasian Warrants providing for the issuance of 13,103,587 Eurasian Shares upon the exercise thereof. The material terms of the Eurasian Options and the Eurasian Warrants (including exercise price) are disclosed in Schedule 4.3(g) to the Eurasian Disclosure Letter. Except for the securities referred to in this Subsection 4.3(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eurasian or any of its Subsidiaries to issue or sell any shares of Eurasian or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Eurasian or any of its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eurasian or any of its Subsidiaries based upon the book value, income or any other attribute of Eurasian or any of its Subsidiaries.
(ii) The Eurasian Shares are listed on the TSX-V and the NYSE Amex LLC, and are not listed or quoted on any market, stock exchange, over-the-counter market or quotation system other than the TSX-V and the NYSE Amex LLC.
(iii) There are no contractual obligations of Eurasian or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Eurasian Shares or any shares of any of its Subsidiaries. No Subsidiary of Eurasian owns any Eurasian Shares.
(iv) No order ceasing or suspending trading in securities of Eurasian nor prohibiting the sale of such securities has been issued and is outstanding against Eurasian or its directors, officers or promoters.
Capitalization and Listing. Primero is authorized to issue an unlimited number of Primero Shares and an unlimited number of preference shares. As at July 11, 2011 there were: (i) 88,249,829 Primero Shares outstanding; (ii) Primero Options to acquire an aggregate of 8,314,490 Primero Shares; (iii) Primero Warrants to acquire an aggregate of 20,800,000 Primero Shares; (iv) Primero Broker Warrants to acquire an aggregate of 476,980 Primero Shares; and (v) no preference shares were issued and outstanding. Except for the Primero Convertible Note, Primero Options, Primero Broker Warrants and Primero Warrants, and except pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Primero or any of the Primero Subsidiaries to issue or sell any securities of or interest in Primero or any of the Primero Subsidiaries, from Primero or any of the Primero Subsidiaries. All issued and outstanding Primero Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primero, except as disclosed in the Primero Disclosure Letter, or any of the Primero Subsidiaries having the right to vote with the Primero Shareholders on any matter. There are no outstanding contractual obligations of Primero or of any of the Primero Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Primero Shares or with respect to the voting or disposition of any outstanding Primero Shares. None of Primero and the Primero Subsidiaries is party to any shareholder, pooling, voting trust or similar agreement relating to the issued and outstanding securities of Primero or any of the Primero Subsidiaries.
Capitalization and Listing. As of the date of this Agreement, the Company has an authorized and outstanding capitalization as set forth in the sections of the Registration Statement, the Prospectuses and the Disclosure Package entitled “Consolidated Capitalization”; all of the issued and outstanding share capital of the Company, being the Common Shares, have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Canadian, U.S. and other securities laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right; the Common Shares are duly listed, and admitted and authorized for trading, on the NYSE and the TSX.
Capitalization and Listing. (i) The authorized equity capital of Briteside consists of an unlimited number of Briteside Membership Interests. As at the date of this Agreement: (A) 100% of the Briteside Membership Interests are validly issued and outstanding as fully-paid and non-assessable limited liability company membership interests of Briteside; (B) there are no outstanding Briteside Options; and (C) there are outstanding Briteside Warrants providing for the issuance of 5% of Briteside Membership Interests upon the exercise thereof. The terms of the Briteside Options and Briteside Warrants (including exercise price) are disclosed in Schedule “E”, Section (g)(i) to the Briteside Disclosure Letter. As disclosed in Schedule “E”, Section (g)(i) of the Briteside Disclosure Letter (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Briteside or its Subsidiaries to issue or sell any equity securities of Briteside or its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any equity securities of Briteside or its Subsidiaries, and (y) no Person is entitled to any pre-emptive or other similar right granted by Briteside or its Subsidiaries.
(ii) Schedule “E”, Section (g)(ii) of the Briteside Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Briteside Options and the number, class or series of shares, exercise prices, vesting schedules (including acceleration terms, if any) and expiration dates of each grant to such holders. All Briteside Membership Interests that may be issued pursuant to the exercise of outstanding Briteside Options will, when issued in accordance with the terms of such Briteside Options, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of any pre-emptive rights.
(iii) Schedule “E”, Section (g)(iii) of the Briteside Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Briteside Warrants and the number, exercise prices and expiration dates of each grant to such holders. All Briteside Membership Interests that may be issued pursuant to the exercise of outstanding Briteside Warrants will, when issued in accordance with its Briteside Warrants, be duly authorized, validly issued, fully-paid and non-assessable and are not and will no...
Capitalization and Listing. The Corporation’s authorized share capital consists of an unlimited number of Class “A” shares, and Class “B” and Class “C” preference shares. As at the date hereof, there are 5,148,735 issued and outstanding Class “A” shares. There are outstanding Options and Warrants, to acquire, respectively, 27,400 and 164,000 Shares, of which nil and nil are in-the-money. All of the outstanding Shares and the Shares to be issued on exercise of the Options and Warrants have been duly authorized. All outstanding Shares are, and the Shares to be issued on exercise of the Options and Warrants will be when issued, validly issued and outstanding as fully paid and non-assessable Shares, free of pre-emptive rights. All securities of the Corporation have been issued in compliance, in all material respects, with applicable Securities Laws. Except for the Options and Warrants outstanding as of the date hereof, there are no options, rights, warrants, privilege (whether pre-emptive, contractual or otherwise) or other contracts of any character whatsoever requiring or permitting the issuance, sale or transfer by the Corporation or any subsidiary of any securities of the Corporation or any subsidiary (including Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Corporation or any subsidiary (including Shares). In addition, there are no bonds, debentures or other evidence of indebtedness of the Corporation outstanding having a right to vote with Shareholders on any matter. The Shares are listed on the Exchange and the Corporation is not in material default of any of the administrative policies or notices of the Exchange.
Capitalization and Listing. (i) The authorized share capital of the Company consists of an unlimited number of Company Shares without par value and an unlimited number of preferred shares without par value. As at the close of business on September 30, 2024, there were: (A) 148,656,601 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of the Company; (B) 2,897,503 outstanding Company Options providing for the issuance of up to 2,897,503 Company Shares upon the exercise thereof; (C) 498,215 outstanding Company RSUs providing for the issuance of up to 498,215 Company Shares upon the settlement thereof; (D) 188,150 outstanding Company PSUs providing for the issuance of 188,150 Company Shares upon the settlement thereof (assuming a 100% multiplier), and which are subject to a multiplier from 0% to 200% depending upon the achievement level of certain performance targets; (E) 346,800 outstanding Company DSUs; and (F) no outstanding preferred shares. Except for the Company Options, Company RSUs, Company PSUs and Company DSUs referred to in this Section 3.1(g)(i) and as set forth in Schedule 3.1(g)(i) of the Company Disclosure Letter, (1) there are no other options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company or any of its Subsidiaries requiring any of them to issue or sell any shares or other securities of the Company or of any of its Subsidiaries, or any securities or obligations convertible into, exchangeable or exercisable for, or otherwise carrying or evidencing the right or obligation to acquire, any securities of the Company (including Company Shares) or any Subsidiary of the Company, and (2) no Person is entitled to any pre-emptive or other similar right granted by the Company or any of its Subsidiaries. All Company Shares issuable upon the exercise of outstanding Company Options, Company RSUs, and Company PSUs will, when issued in accordance with the terms of their respective plans, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights.
(ii) Schedule 3.1(g)(ii) of the Company Disclosure Letter sets forth, as of the date hereof, (A) the names and holdings of each Person who holds outstanding Company Options, Company RSUs, Company PSUs and Company DSUs, and (B) the exercise price of each Company Option.
(iii) There are no ou...
