Capitalization; Beneficial Ownership. (a) The authorized interests of the Company are all duly and validly authorized, issued, outstanding and fully paid. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional interests of any class, series or type of the Company. None of the Company's interests has been issued in violation of any federal or state law.
(b) Each Partner owns beneficially and of record the interests in the Company set forth opposite such Partner's name in Schedule 3.3(b) hereto, free and clear of any Claims. The Partners are the only beneficial or record holders of the Company's interests, and the interests shown in Schedule 3.3(b) are the only interests of the Company held by each Partner or with respect to which such Partner has any rights. Except as set forth in Schedule 3.3(b) attached hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the interests of the Company to which the Company or any of the Partners is a party.
(c) Except as set forth in this Agreement or in the LLC Agreement, there are no rights, commitments, agreements or understandings obligating, or which might obligate the Company, any of the Partners or, to the knowledge of the Company or any Partner after Due Inquiry, any other Person, to issue, transfer, sell or redeem any securities or interests in the Company.
Capitalization; Beneficial Ownership. HCP has provided to Brookdale true and correct copies of each of the Organizational Documents of each of the HCP Contributed Prop-Subs in effect as of the Effective Date. As of the Effective Date, all of the equity interests in each of the HCP Contributed Prop-Subs are owned beneficially and of record by each of the HCP CCRC Prop-Sub Owners. There are no outstanding options, warrants, rights, commitments, preemptive rights, rights of first refusal, or agreements of any kind for or relating to, the issuance, sale or transfer of equity interests or securities convertible into equity interests in any of the HCP Contributed Prop-Subs. None of the equity interests in any of the HCP Contributed Prop-Subs have been issued to the HCP CCRC Prop-Sub Owners in violation of any Legal Requirements.
Capitalization; Beneficial Ownership. BKD has provided to HCP true and correct copies of each of the Organizational Documents of each of the BKD Contributed Subs in effect as of the Effective Date. As of the Effective Date, all of equity interests in each of the BKD Contributed Subs are owned beneficially and of record by each of the BKD CCRC Sub Owners. There are no outstanding options, warrants, rights, commitments, preemptive rights, rights of first refusal, or agreements of any kind for or relating to, the issuance, sale or transfer of equity interests or securities convertible into equity interests in any of the BKD Contributed Subs. None of the equity interests in any of the BKD Contributed Subs have been issued to each of the BKD CCRC Sub Owners in violation of any Legal Requirements.
Capitalization; Beneficial Ownership. (a) The authorized capital stock of the Company consists only of one hundred (100) shares of Common Stock, $1.00 par value per share, all of which shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable and none of which are held directly or indirectly by the Company or in its treasury. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued in violation of any federal or state law.
(b) Each Stockholder owns beneficially and of record the shares of the Company's capital stock set forth opposite such Stockholder's name in Schedule 3.3(b) hereto, free and clear of any Claims. The Stockholders are the only beneficial or record holders of the Company's capital stock, and the shares of capital stock shown in Schedule 3.3(b) are the only shares of capital stock of the Company held by each Stockholder or with respect to which such Stockholder has any rights. Except as set forth in Schedule 3.3(b) attached hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of the Company to which the Company or any of the Stockholders is a party. No Stockholder has any right of appraisal with respect to the Company's capital stock.
(c) The records showing that the Company and the Stockholders are the sole members of the LLC, and the capitalization of the LLC (with respect to capital accounts and interests in profits), are included in Schedule 3.3(c) hereto. There are no other records of the LLC and the LLC has not considered, approved or taken any action other than as set forth in such records. All such interests are owned beneficially by the Persons and in the amounts indicated in said Schedule 3.3(c), and no such Person has taken (or omitted to take) any action that would result in any transfer, hypothecation, mortgage or other claim being imposed on such interests and no claim has arisen by operation of law with respect to any such interests.
Capitalization; Beneficial Ownership. (a) The authorized capital stock of the Company consists only of EIGHT HUNDRED NINETY THOUSAND (890,000) shares of Common Stock, no par value, of which FOUR HUNDRED TWENTY-NINE THOUSAND NINE HUNDRED FORTY-FIVE (429,945) shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable and of which FOUR HUNDRED SIXTY THOUSAND FIFTY-FIVE (460,055) shares are authorized but unissued, and ONE HUNDRED TEN THOUSAND (110,000) shares of Series A Convertible Preferred Stock, par value $.01 per share, of which NINETY FOUR THOUSAND EIGHT HUNDRED FIFTY-SIX (94,856) shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable and of which FIFTEEN THOUSAND ONE HUNDRED FORTY-FOUR (15,144) shares are authorized but unissued. Except as set forth on SCHEDULE 3.3(a), there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. Except as explicitly noted on SCHEDULE 3.3(a), no option to purchase shares of capital stock of any class of the Company is subject to accelerated vesting or has been modified in connection with or in contemplation of the transactions contemplated by this Agreement. None of the Company's capital stock has been issued in violation of any federal or state law. The Company has not repurchased any shares of its capital stock from any holder thereof since its inception.
(b) Each of the Stockholders owns of record the shares of the Company's capital stock set forth opposite such Stockholder's name on SCHEDULE 3.3(b) hereto, free and clear of any Claims. The Stockholders are the only beneficial or record holders of the Company's capital stock, and the capital stock shown on SCHEDULE 3.3(b) are the only shares of capital stock of the Company held by each Stockholder or with respect to which such Stockholder has any rights. Except as set forth in SCHEDULE 3.3(b) attached hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company's capital stock to which the Company or any of the Stockholders is a party.
Capitalization; Beneficial Ownership. (a) The authorized capital stock of the Company consists only of ten million (10,000,000) shares of Common Stock, no par value, of which seventy (70) shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable, of which no shares are held by the Company as treasury stock, and of which nine million, nine hundred ninety-nine thousand, nine hundred thirty (9,999,930) shares are authorized but unissued. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued in violation of any federal or state law. Except as set forth on Schedule 3.3(a) hereto, the Company has not redeemed or repurchased any shares of its capital stock from any holder thereof since its inception.
(b) The Stockholder owns beneficially and of record the shares of the Company's capital stock set forth opposite such Stockholder's name on Schedule 3.3(b) hereto, free and clear of any Encumbrances (as defined in Section 3.6). The Stockholder is the only beneficial or record holder of the Company's capital stock, and the capital stock shown on Schedule 3.3(b) are the only shares of capital stock of the Company held by the Stockholder or with respect to which such Stockholder has any rights. Except as set forth in Schedule 3.3(b) attached hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company's capital stock to which the Company or the Stockholder is a party.
Capitalization; Beneficial Ownership. The REIT is the only general partner of the Borrower. As of the Effective Date (a) the only limited partners of the Borrower are Xxxxxx Xxxxxx, Xxxxxx 2016 Family Trust, Nationwide Postal Management Holdings, Inc., Xxxxxx Xxxxxxxxxx and Texas Family GP, Inc., (b) except as set forth in the partnership agreement of the Borrower, there are no outstanding Equity Rights with respect to Equity Interests in the Borrower and (c) there are no outstanding obligations, excluding any Equity Interests, of any Borrower Group Entity to repurchase, redeem, or otherwise acquire any Equity Interests in any Borrower Group Entity. As of the Closing Date, the information included in any Beneficial Ownership Certification delivered to Administrative Agent is true and correct in all respects.
Capitalization; Beneficial Ownership. (a) The authorized capital stock of the Company consists only of seven hundred fifty thousand (750,000) shares of Common Stock, of which one hundred seventy-four thousand two hundred thirty (174,230) shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable and of which five hundred seventy-five thousand seven hundred seventy (575,770) shares are authorized but unissued. Except as set forth on SCHEDULE 3.3(a), there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued in violation of any federal or state law.
(b) Each of the Stockholders owns beneficially and of record the shares of the Company's capital stock set forth opposite such Stockholder's name on SCHEDULE 3.3(b) hereto, free and clear of any Claims. The Stockholders are the only beneficial or record holders of the Company's capital stock, and the capital stock shown on SCHEDULE 3.3(b) are the only shares of capital stock of the Company held by each Stockholder or with respect to which such Stockholder has any rights. Except as set forth in SCHEDULE 3.3(b) attached hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company's capital stock to which the Company or any of the Stockholders is a party.
Capitalization; Beneficial Ownership. (a) Each GP Shareholder represents and warrants to Nextera that the authorized capital stock of General Partner consists of 30,000 shares of common stock of which 13,788 shares are duly and validly issued, and outstanding, and are fully paid and non-assessable. Such GP Shareholder is the record owner of the amount of shares of common stock of General Partner set forth opposite such GP Shareholder's name on Exhibit A hereto. Other than as set forth on Schedule 2.2, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional equity of any class of General Partner. None of General Partner's capital stock owned by such GP Shareholder has been issued in violation of any federal or state law. Except for the agreements listed on Schedule 2.2 and as provided in Section 4.5 with respect to Permitted Assignees, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of General Partner to which such GP Shareholder is a party or by which his property is bound.
(b) Each LP Shareholder represents and warrants to Nextera that the authorized capital stock of Limited Partner consists of 30,000 shares of common stock of which
Capitalization; Beneficial Ownership. (a) The authorized equity of Seller consists solely of partnership interests issued to General Partner and Limited Partner and, other than as set forth on Schedule 4.2, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional 20 equity of any class of Seller. Except as set forth on Schedule 4.2, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the equity interests of Seller.
(b) The authorized capital stock of General Partner consists of 30,000 shares of common stock of which 13,788 shares are duly and validly issued, and outstanding, and are fully paid and non-assessable. Each GP Shareholder is the record owner of the amount of shares of common stock of General Partner set forth opposite such GP Shareholder's name on Schedule 4.2 hereto. Other than as set forth on Schedule 4.2, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional equity of any class of General Partner. Except as set forth on Schedule 4.2, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of General Partner.
(c) The authorized capital stock of Limited Partner consists of 30,000 shares of common stock of which 3,167 shares are duly and validly issued, and outstanding, and are fully paid and non-assessable. Each LP Shareholder is the record owner of the amount of shares of common stock of Limited Partner set forth opposite such GP Shareholder's name on Schedule 4.2 hereto. Other than as set forth on Schedule 4.2, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional equity of any class of Limited Partner. Except as set forth on Schedule 4.2, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the capital stock of Limited Partner.
