Capitalization and Other Matters. The authorized, issued and outstanding shares of beneficial interest of the Company is as set forth in the line items appearing under the caption “Equity” in the Company’s balance sheet appearing in the most recent Annual Report on Form 10-K or, if more recent, the most recent Quarterly Report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A) (other than for subsequent issuances, if any, pursuant to the Sales Agreements, any Terms Agreement, or employee benefit plans, or upon the exercise, redemption, or exchange of convertible or exchangeable securities, including OP Units (as defined below) and issuances of OP Units in connection with acquisitions and conversions of OP Units into SP Units (as defined below) in accordance with, and as defined by, the Partnership Agreement, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of beneficial interest of the Company or any Subsidiary, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s 2015 Equity Incentive Plan, 2013 Long-Term Incentive Plan and other share plans or arrangements, and the equity-based awards or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, accurately and fairly present the information required to be disclosed by Item 402 of Regulation S-K under the Securities Act with respect to such plans, arrangements, awards and rights.
Capitalization and Other Matters. The Company has an authorized capitalization as set forth in the Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of each Subsidiary Guarantor and of each Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and the shares of capital stock of each Subsidiary Guarantor and of each Significant Subsidiary are owned free from liens, encumbrances and defects, except as (i) would not, individually or in the aggregate, have a Material Adverse Effect or (ii) disclosed in the Disclosure Package and the Prospectus.
Capitalization and Other Matters. The Seller owns, beneficially and of record, all of the Company Common Stock, free and clear of all Encumbrances. There are no outstanding contracts or other rights of the Seller or any other Person to subscribe for or purchase, repurchase, redeem or otherwise acquire any capital stock of the Company or any of the Company’s Subsidiaries. Except for this Agreement, the Seller has not entered into any contract or granted any warrant, option or similar right for the sale, transfer or other disposition of the Company Common Stock. The Company does not have any equity or other investment interest in any other Person.
Capitalization and Other Matters. The Company has an authorized capitalization as set forth in the Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued and outstanding shares of capital stock of each Subsidiary Guarantor and of each other subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable and the shares of capital stock of each Subsidiary Guarantor and of each other subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except as (i) would not, individually or in the aggregate, have a Material Adverse Effect or (ii) disclosed in the Disclosure Package and the Prospectus.
Capitalization and Other Matters. All of the outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Time of Sale Prospectus and the Prospectus. The descripti on of the options or other rights granted and/or exercised under the Company’s stock option plans set forth in the Time of Sale Prospectus and the Prospectus accurately and fairly describes such options and rights in all material respects.
Capitalization and Other Matters. The Company’s authorized equity capitalization is as set forth in the Pricing Disclosure Package and the Final Offering Memorandum as of the date or dates stated therein, and the Securities and the Guarantees will conform to the description thereof contained in the Pricing Disclosure Package and the Final Offering Memorandum.
Capitalization and Other Matters. (a) The Spinco Interests and the JWHHC Interests as of the date hereof each consist of one limited liability company interest, both of which are held by Xxxxxx. Immediately following the Distribution, (i) there will be outstanding a number of Spinco Interests equal to the number of shares of Xxxxxx Common Stock outstanding as of the Xxxxxx Record Date, (ii) no Spinco Interests will be held by Spinco in its treasury and (iii) no bonds, debentures, notes or other indebtedness of Spinco or any of the Spinco Retained Subsidiaries having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of limited liability company interests in Spinco (including Spinco Interests) may vote ("Spinco Voting Debt") will be issued or outstanding. All outstanding Spinco Interests are, and all Spinco Interests which may be issued will be, when issued, duly authorized, validly issued, fully paid and not subject to preemptive rights. Except as set forth in this Section 4.2, as of the date of this Agreement there are not outstanding (i) any Spinco Interests, JWHHC Interests, Spinco Voting Debt or other voting securities of Spinco or JWHHC, (ii) any securities of JWHHC, Spinco or any of the Spinco Retained Subsidiaries convertible into or exchangeable for Spinco Interests, Spinco Voting Debt or other voting securities of Spinco or JWHHC or (iii) except as contemplated by the Asset Transfer or as set forth in Section 2.9 and Section 7.5, any options, warrants, calls, rights (including preemptive rights), commitments or other Contracts (other than this Agreement and the Executed Transaction Agreements) to which JWHHC, Spinco or any of the Spinco Retained Subsidiaries is a party or by which JWHHC, Spinco or any of the Spinco Retained Subsidiaries will be bound obligating JWHHC, Spinco or any of the Spinco Retained Subsidiaries to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, or otherwise relating to, JWHHC Interests, Spinco Interests, Spinco Voting Debt or other voting securities of JWHHC, Spinco or any of the Spinco Retained Subsidiaries or obligating JWHHC, Spinco or any of the Spinco Retained Subsidiaries to grant, extend or enter into any such option, warrant, call, right, commitment or Contract.
Capitalization and Other Matters. At December 31, 2000, after giving effect to the issuance and sale of the Securities pursuant hereto, the entering into of the Senior Secured Revolving Credit Facility dated December 19, 2000 (the "Senior Secured Credit Facility") and the Amended and Restated Term Loan Agreement dated as of December 19, 2000 (the "Amended Term Loan Agreement"), (each as further described in the Offering Memorandum), and the application of the proceeds from the sale of the Securities, the Issuer would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption "Capitalization". All of the outstanding equity interests of the Issuer have been duly authorized and validly issued and are fully paid. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any equity interests of the Issuer or any subsidiary other than those accurately described in the Offering Memorandum.
Capitalization and Other Matters. The Membership Interest is the only equity interest of any nature that exists in OpCo, and no person has any right to acquire additional equity interest in OpCo. Immediately prior to the execution and delivery of this Agreement, Seller owned, beneficially and of record, the Membership Interest free and clear of any encumbrances and, upon execution and delivery of this Agreement, Buyer is acquiring the Membership Interest free and clear of any encumbrances other than those that Buyer may itself create.
Capitalization and Other Matters. The Company has an authorized capitalization as set forth in the Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued and outstanding shares of capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable and the shares of capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except as (i) would not, individually or in the aggregate, have a Material Adverse Effect or (ii) disclosed in the Disclosure Package and the Prospectus.
