Capitalization, Equity Ownership Sample Clauses

Capitalization, Equity Ownership. Upon the Holding Unit Split, the capital structure of Holding will be as set forth in the Amended LLCA. All Holding Units have been or will have been duly authorized and validly issued and fully paid and nonassessable. Any Holding Units to be issued at the IPO Closing Time to Vantiv in connection with the IPO will be duly authorized, validly issued, fully paid and nonassessable and free and clear of Liens.
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Capitalization, Equity Ownership. Immediately following consummation of the transactions contemplated hereby, the authorized capital stock of the Company will consist of 10,000 shares of the Company's common stock 9,798.547 of which will be issued and outstanding to the New Investors and the capitalization of the Partnership will consist of 1,525,595.748 issued and outstanding Preferred Units, 1,525,595.748 issued and outstanding Class A Units and 8,000 issued and outstanding B Units, in each case as set forth in more detail on the Schedule of New Investors attached hereto; all of the foregoing securities of the Company and the Partnership will have been duly authorized and will be validly issued and fully paid and non-assessable and none of them will be issued in violation of any preemptive or other right; and, except as contemplated in this Agreement or the other agreements, instruments or documents delivered in connection with the transactions contemplated hereby, neither the Company nor the Partnership will be a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock, partnership interest or any other security of the Company or the 6 Partnership or any other security exercisable or exchangeable for or convertible into any capital stock, partnership interest or any other security of the Company or the Partnership, and there will not be any outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock, partnership interest or any other security of the Company or the Partnership or any other security exercisable or convertible into any capital stock, partnership interest or any other security of the Company or the Partnership.
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Capitalization, Equity Ownership. As of the Time of Purchase (after giving effect to the Offering), the Company will have the capitalization as set forth in the Memorandum, except as otherwise noted therein, the authorized capital stock of Capital will consist of 1,000 shares of its common stock (all of which will be issued and outstanding and owned and held by the Company), Hold- ings will have the capitalization as set forth in the Memorandum and the authorized capital stock of Communications will consist of 30,000 shares of its common stock (9,800.05 of which will be issued and outstanding); except as described in the Memorandum, all of the issued and outstanding securities of the Company, Holdings and Communications have been duly authorized and validly issued and are fully paid and non-assessable and none of them have been issued in violation of any preemptive or other right; all of the outstanding shares of the Guarantor are owned by the Company; and, except as contemplated in this Agreement or the other agreements, instruments or documents delivered in connection with the transactions contemplated hereby, neither the Company, Holdings, Capital, Communications nor the Guarantor is a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any Capital Stock, Partnership Interest or any other security of the Company, Holdings, Capital, Communications or the Guarantor or any other security exercisable or exchangeable for or convertible into any Capital Stock, Partnership Interest or any other security of the Company, Holdings, Capital, Communications or the Guarantor.
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Capitalization, Equity Ownership. As of the Time of Purchase (after giving effect to the Offering), the Company will have the capitalization as set forth in the Final Memorandum, except as otherwise noted therein, the authorized capital stock of Capital will consist of 1,000 shares of its common stock (all of which will be issued and outstanding and owned and held by the Company), Holdings will have the capitalization as set forth in the Final Memorandum and the authorized capital stock of Communications will consist of 30,000 shares of its common stock (9,800.05 of which will be issued and outstanding); except as described in the Final Memorandum, all of the issued and outstanding securities of the Company, Holdings and Communications have been duly authorized and validly issued and are fully paid and non-assessable and none of them have been issued in violation of any preemptive or other right; and, except as contemplated in this Agreement or the other agreements, instruments or documents delivered in connection with the transactions contemplated hereby, neither the Company, Holdings, Capital nor Communications is a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any Capital Stock, Partnership Interest or any other security of the Company, Holdings, Capital or Communications or any other security exercisable or exchangeable for or convertible into any Capital Stock, Partnership Interest or any other security of the Company, Holdings, Capital or Communications.
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Capitalization, Equity Ownership. Immediately prior to the Recapitalization, the authorized capital stock of Vantiv consists solely of [·] shares of Old Common Stock, of which [509,305] shares are outstanding. All shares of Old Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no, and as of the Recapitalization, there will be no, Liens (as herein defined) on any shares of Old Common Stock. Immediately following the Recapitalization, the authorized capital stock of Vantiv will consist solely of (i) [·] shares of New Common Stock, [·] of which will be issued and outstanding as set forth in more detail on Exhibit F, including [·] shares of New Class A Common Stock and [·] shares of New Class B Common Stock, and (ii) [·] shares of preferred stock, par value $0.00001 per share, none of which will be issued and outstanding. The shares of New Common Stock, when issued, sold and delivered in accordance with the terms set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of Liens and restrictions on transfer, other than restrictions on transfer set forth in the Exchange Agreement and applicable state and federal securities laws, and except for Liens created by or imposed by a holder of New Common Stock on its shares after the IPO Closing
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Capitalization, Equity Ownership. At the Closing Date, the authorized, issued and outstanding capitalization of the Company consists of the following: 10,000,000 authorized shares of common stock, par value $1.00 per share, of which 4,763,351 shares are issued and outstanding; and 5,000,000 authorized shares of preferred stock, no par value, of which no shares are outstanding. All of the issued and outstanding securities of each ONC Entity have been duly author-
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Capitalization, Equity Ownership. Immediately prior to the consummation of the transactions contemplated hereby, the authorized capital stock of the Company consists of 30,000 shares of the Company's common stock (9,800.05 of which will be issued and outstanding) and the capitalization of the Partnership consists of 3,968,236.02 issued and outstanding Class A Units and 299,698.43 issued and outstanding Class E Units, as set forth in more detail on Schedule 7.2 attached hereto; all of the foregoing securities of the Company and the Partnership will have been duly authorized and will be validly issued and fully paid and non-assessable and none of them will be issued in violation of any preemptive or other right; and, except as contemplated in this Agreement or the other agreements, instruments or documents delivered in connection with the transactions contemplated hereby, neither the Company nor the Partnership will be a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock, partnership interest or any other security of the Company or the Partnership or any other security exercisable or exchangeable for or convertible into any capital stock, partnership interest or any other security of the Company or the Partnership, and there will not be any outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock, partnership interest or any other security of the Company or the Partnership or any other security exercisable or convertible into any capital stock, partnership interest or any other security of the Company or the Partnership.
Sample 1
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Capitalization, Equity Ownership. As of the Time of Purchase (after giving effect to the Offering), the Company will have the capitalization as set forth in the Memorandum, except as otherwise noted therein and the authorized capital stock of Capital will consist of 1,000 shares of its common stock (all of which will be issued and outstanding and owned and held by the Company), except as described in the Memorandum, all of the issued and outstanding securities of the Company, Holdings and Communications have been duly authorized and validly issued and are fully paid and non-assessable and none of them have been issued in violation of any preemptive or other right; all of the outstanding shares of the Guarantor are owned by the Company; and, except as contemplated in the Memorandum, this Agreement or the other agreements, instruments or documents delivered in connection with the transactions contemplated hereby, neither the Company, Holdings, Capital, Communications nor the Guarantor is a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any Capital Stock, Partnership Interest or any other security of the Company, Holdings, Capital, Communications or the Guarantor or any other security exercisable or exchangeable for or convertible into any Capital Stock, Partnership Interest or any other security of the Company, Holdings, Capital, Communications or the Guarantor.
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Related to Capitalization, Equity Ownership

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

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