Capitalization and Listing. (i) The authorized share capital of MKS consists of an unlimited number of MKS Common Shares and an unlimited number of MKS Preferred Shares. As at the date of this Agreement there are: (A) 10,389,180 MKS Common Shares validly issued and outstanding as fully-paid and non-assessable shares of MKS; (B) outstanding MKS Options providing for the issuance of 1,139,828 MKS Common Shares upon the exercise thereof; and (c) outstanding MKS RSUs providing for the delivery of 60,458 MKS Common Shares. Except for the MKS Options and MKS RSUs referred to in this Subsection 3.1(g)(i) and the MKS Shareholder Rights Plan, (x) there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of MKS or any MKS Subsidiary to issue or sell any shares of MKS or of any MKS Subsidiary or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of MKS or any MKS Subsidiary, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of MKS or any MKS Subsidiary based upon the book value, income or any other attribute of MKS or any MKS Subsidiary, and (y) no Person is entitled to any pre-emptive or other similar right granted by MKS or any MKS Subsidiary with respect to the capital of MKS or any MKS Subsidiary. The MKS Common Shares are listed on the TSX, and are not listed or quoted on any market other than the TSX. All securities of MKS (including the MKS Common Shares, the MKS Options and the MKS RSUs and all other options, rights or other convertible or exchangeable securities) have been issued in compliance in all material respects with all applicable Securities Laws and, to the extent applicable, the rules and regulations of the TSX and, in the case of MKS Options and MKS RSUs, at fair market value in accordance with the applicable MKS Stock Option Plan or MKS RSU Plan.
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. (i) The authorized share capital of Eldorado consists of an unlimited number of Eldorado Shares and an unlimited number of convertible non-voting shares (the “Eldorado Non-Voting Shares”). As at December 15, 2011 there were: (A) 551,682,917 Eldorado Shares validly issued and outstanding as fully-paid and non-assessable shares of Eldorado; (B) no Eldorado Non-Voting Shares issued and outstanding; (C) outstanding options providing for the issuance of 8,644,447 Eldorado Shares upon the exercise thereof; and (D) 9,274,605 Eldorado CDIs issued and outstanding. Except for the securities referred to in this Subsection 4.1(g)(i), there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Eldorado or any of its Subsidiaries to issue or sell any shares of Eldorado 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 Eldorado or any of its Subsidiaries, and, other than deferred share units, restricted share units and restricted performance share units, there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Eldorado or any of its Subsidiaries based upon the book value, income or any other attribute of Eldorado or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by Eldorado or any of its Subsidiaries. Eldorado Shares are listed on the TSX and the NYSE, and are not listed or quoted on any other market, and the Eldorado CDIs are listed on the ASX.
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) 49,965,863 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 778,297 Company Shares upon the exercise thereof, and, except as set forth in Schedule 3.1(g) of the Company Disclosure Letter, no other Company Shares are issued and outstanding. The terms of the Company Options (including exercise price) and Company RSUs are disclosed in the Company Data Room. Except as set forth in this Section 3.1(g), Schedule 3.1(g) of the Company Disclosure Letter and for changes since the date hereof resulting from the exercise or vesting of Company Options or Company RSUs outstanding on the date hereof in accordance with their terms in effect as of the date hereof as disclosed in the Company Public Documents or as expressly contemplated by this Agreement, there are no issued, reserved for issuance or outstanding (A) shares or other voting securities of or ownership interests in the Company, (B) 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 or voting securities of or ownership interests in the Company or of any of its Subsidiaries or (C) securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares or other voting securities of or ownership interests in the Company or any of its Subsidiaries, and other than the Company Stock Incentive Plan, there are no restricted shares, stock appreciation rights, performance units, contingent value rights, "phantom" stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares or voting securities of the Company, or 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 ...
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.
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. 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 TMX Group consists of an unlimited number of TMX Group Shares and an unlimited number of preference shares, issuable in series. As of the date of this Agreement there are:
Capitalization and Listing. The authorized share capital of Kinross includes an unlimited number of common shares. The Kinross Shares to be issued upon payment of the Subscription Price will be duly authorized and when issued all such Kinross Shares will be: (a) validly issued as fully paid and non-assessable; and (b) listed for trading on the TSX and the NYSE.
Capitalization and Listing. (i) The authorized share capital of Avion consists of an unlimited number of Avion Shares. As at the date of this Agreement there are:
