Capitalization; Constituent Documents Sample Clauses

Capitalization; Constituent Documents. The entire authorized capital of GCSI consists of 100,000 shares of common stock, S1.00 par value per share, 92,410 shares of which are issued and outstanding and constitute the GCSI Shares. All of the GCSI Shares have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require GCSI or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to GCSI or any of its Subsidiaries. True and complete copies of the Articles of Incorporation and all amendments thereto, the bylaws as amended and currently in force, all stock records and all corporate minute books and records of GCSI and each of its Subsidiaries have been furnished for inspection by Buyer. Such stock records accurately reflect all share transactions and the current stock ownership of GCSI and each of its Subsidiaries. The corporate minute books and records of GCSI and its Subsidiaries contain true and complete copies of all resolutions adopted by the stockholders or the board of directors of GCSI and its Subsidiaries, and any other action formally taken by GCSI and its Subsidiaries.
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Capitalization; Constituent Documents. The authorized equity of TARGET consists of 40,000,000 Units. As of the Effective Date, 12,320,003 Units and 820,778 Options are issued and outstanding. As of the Closing Date, 820,778 Options and 12,375,003 Units will be issued and outstanding; provided that up to an additional 100,000 Units may be issued to Gxxx Xxxxxxxxx in connection with a disputed claim therefor by him, which claim will be settled prior to the Closing Date, in which case the number of Units issued and outstanding as of the Closing Date will be no greater than 12,475,003 and the Sellers’ Committee will deliver an updated Exhibit A to this Agreement. All issued and outstanding Units, membership interests or shares of capital stock, as the case may be, of the TARGET and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and for the Subsidiaries that are corporations, are nonassessable, and for TARGET and the Subsidiaries that are limited liability companies, the governing documents thereof provide for no right of assessment, and are not subject to any preemptive rights. Each Option entitles the holder thereof to receive one Unit upon the valid exercise thereof. Except for this Agreement, the Related Document and, as of the Effective Date, the Options (which Options shall, in accordance with the terms of the Option Plan, be exercised prior to, or automatically cancelled as of, the Closing), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require TARGET or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding any of its Units or equity, as the case may be. There are no outstanding or authorized equity appreciation, phantom equity, or similar rights with respect to TARGET or any of its Subsidiaries. True and complete copies of the articles of incorporation (or articles of organization, as the case may be) and all amendments thereto, the by-laws (or operating agreement, as the case may be) as amended and currently in force, all stock or membership interest records and all minute books for the years 2003, 2004, 2005 and 2006 (through July 31, 2006) and records of TARGET and each of its Subsidiaries have been furnished by the Sellers for inspection by the Buyer; provided, however, the minutes of the meetings of the Board of Managers and its Strategic Options Committee relating to the potential sale of th...
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Capitalization; Constituent Documents. The parties set forth in 8(d) of the Disclosure Schedule are the only record and beneficial holders of any Liens on the Purchased Assets. True and complete copies of the certificate of formation, operating agreement, articles of incorporation and all amendments thereto, bylaws, and shareholder agreement as amended, to the extent it is currently in force and effect, of Seller and Parent, as applicable, have been delivered by Seller and Parent to Purchaser. Parent owns all of the issued and outstanding Equity Interests in Seller.
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Capitalization; Constituent Documents. The authorized capital of Pine Tree Holdings consists of 1,000 shares of common stock, $0.01 par value per share, of which 1,000 shares are issued and outstanding. The authorized capital of Granby Holdings consists of 1,000 shares common stock, $0.01 par value per share, of which 100 shares are issued and outstanding. No shares of the capital stock of any of the Companies are preferred shares or held as treasury shares. The authorized capital of War Holdings consists of 1,000 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding. The record owners of all of the issued and outstanding capital stock or other equity interests of each of the Subsidiaries are as listed on Schedule 3.3. Except as set forth on Schedule 3.3, all of the Shares have been duly authorized and are validly issued, fully paid and nonassessable, free and clear of preemptive (or similar) rights and are held free and clear of any Liens, other than Permitted Liens. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any of the Companies or any of the Subsidiaries to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, or similar rights with respect to any Company or its Subsidiaries. Except as set forth on Schedule 3.3, there are no voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any Person with respect to the voting of, or right to participate in dividends or other earnings, on any capital stock of any Company or Subsidiary.
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Related to Capitalization; Constituent Documents

  • Capitalization; Governing Documents As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

  • Constituent Documents Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Amendments of Organization Documents Amend any of its Organization Documents in a manner materially adverse to the Lenders.

  • Charter Documents Cause or permit any amendments to its Certificate of Incorporation or Bylaws;

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Articles of Incorporation; By-laws At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

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