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.
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.
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 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.
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.
Capitalization; Beneficial Ownership. (a) The authorized capital stock of the Company consists of (i) 1,500,000 shares of Common Stock, of which 1,399,998 shares are issued and outstanding, (ii) 3,000,000 shares of Class AA Stock, of which 800 shares are issued and outstanding and (iii) 2,000 shares of Series A Preferred Stock, of which 375 shares are issued and outstanding. As of the Closing, the only issued and outstanding shares of capital stock of the Company will be the Shares.
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 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.
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.
