Capitalization; Investments. 8 4.3 Noncontravention............................................................................ 9 4.4
Capitalization; Investments. (a) The authorized capital stock of the Company, the total number of shares of each class issued and outstanding, the record owner of all such shares and the number of shares held in the treasury of the Company, are each set forth on Schedule 4.2 of the Disclosure Schedule. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid, and nonassessable, and were not issued in violation of any preemptive rights. There are no outstanding or authorized options or option plans, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any additional shares of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the capital stock of the Company. There are no voting trusts, proxies, or other agreement or understandings with respect to the voting of the capital stock of the Company owned by Seller.
Capitalization; Investments. (a) Schedule 3.2.2(a) sets forth the number of outstanding CBL Quotas, the names of all of the quotaholders thereof and the number and percentage of CBL Quotas owned by each such holder as of the date hereof and as of the Closing Date. All of the CBL Quotas are duly authorized, validly issued and outstanding, fully paid and nonassessable.
Capitalization; Investments. (a) ProTrader LP's, ProTrader LLC's and their respective Subsidiaries' authorized and outstanding capital is as set forth on Schedule 3.16(a). Each of ProTrader LP's, ProTrader LLC's and their respective Subsidiaries' issued and outstanding capital stock or partnership or membership interests, as the case may be, are validly issued, fully paid and nonassessable. Except as set forth on Schedule 3.16(a), ProTrader LLC and ProTrader LP have good and valid title to all of the issued and outstanding stock of their Subsidiaries, in each case free and clear of all Liens. The ProTrader LP Units and ProTrader LLC Membership Interests constitute all of the issued and outstanding equity capital of ProTrader LP and ProTrader LLC, respectively.
Capitalization; Investments. (a) The Company has authorized the following Capital Securities: (i) 9,821.94 Preferred Units, (ii) 2,940 Class A Common Units, (iii) 3,060 Class B Common Units and (iv) 1,058 Class C Common Units. All of the Preferred Units, Class A Common Units and Class B Common Units, and 706 of the Class C Common Units are, and immediately prior to the Effective Time will be, issued and outstanding, and no other Capital Securities or other limited liability company interests in the Company are, or immediately prior to the Effective Time will be, authorized, issued or outstanding. The ownership of all such Units is as set forth on Appendix B hereto. All of the issued and outstanding Capital Securities of the Company are duly authorized, validly issued, fully paid and nonassessable and were issued in accordance with all applicable federal and state securities Laws.
Capitalization; Investments. (a) The authorized capital stock of the Company consists of 1,000 shares of Company Common Stock, of which 1,000 shares of Company Common Stock are issued and outstanding. All of the issued and outstanding capital stock of the Company is duly authorized, validly issued, fully paid and nonassessable. Seller has good and valid title to all of the issued and outstanding capital stock of the Company free and clear of all Liens and upon delivery of the Company capital stock to the Buyer pursuant to this Agreement, Buyer will acquire good and valid title to the Company capital stock free and clear of all Liens, other than restrictions imposed by applicable securities laws.
Capitalization; Investments. (a) With respect to the Company, the authorized capital stock of the Company consists of (i) 30,000,000 Class A-1 Shares, of which 3,000,000 shares are designated as Series A-1A Common Stock, 4,400,000 shares are designated as Series A-1B Common Stock, 3,500,000 shares are designated as Series A-1C Common Stock, 2,500,000 shares are designated as Series A-1D Common Stock, 1,000,000 shares are designated as Series A-1E Common Stock, and 15,600,000 shares are designated as Series A-1F Common Stock; (ii) 4,000,000 Class A-2 Shares; and (iii) 2,200,000 Class L Shares. As of the date hereof, (i) 2,111,464.9 Class L Shares are issued and outstanding; (ii) 16,824,268.7 Class A-1 Shares are issued and outstanding; (iii) 1,165,680 Class A-1 Shares are subject to outstanding Company Options issued pursuant to the Company Option Plan, 2,500,000 Class A-1 Shares are reserved for issuance under the Company Option Plan, 16,405 Class A-1 Shares are subject to outstanding Company Options issued pursuant to Company Option Agreements, and 2,185,121 Class A-2 Shares are reserved for issuance under outstanding Warrants; (iv) 1,106,641 Class A-1 Shares are subject to Other Options of which 1,096,641 Class A-1 Shares are subject to Other Options issued to Datek pursuant to the Datek Hedge Option Agreements; (v) 14,565 Class A-1 Shares are subject to outstanding Company SARs issued pursuant to the Company SAR Plan and 500,000 Class A-1 Shares are reserved for grant under the Company SAR Plan and (vi) no Shares were issued and held in the treasury of the Company. Section 3.17 of the Company Disclosure Schedule sets forth a complete and correct list of all Shares, Warrants, Options and Company SARs, the holders thereof, the class of Shares for which any such Options or Company SARs are exercisable, the exercise prices for the Warrants and Options and the number of Warrants and Options at each such price, including the aggregate exercise or strike price for all Warrants and Options as of the date hereof and the strike prices for the Company SARs and the number of Company SARs at each such price, including the aggregate strike price for all Company SARs as of the date hereof. All the outstanding Shares and Warrants are, and Shares issuable upon the exercise of Options and Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Other than as described above or as permitted by Section 4.1(a)(xvii), there have ...
Capitalization; Investments. As of the date hereof, the authorized capital stock of Acquiree consists solely of the Acquiree Stock which shares are validly issued and outstanding, fully paid and non-assessable. There are no authorized, issued or outstanding options, convertible securities, warrants or other rights to purchase or acquire any Acquiree Stock and there is no commitment of Seller or Acquiree to issue same and, other than by operation of law, there are no outstanding agreements, restrictions, contracts, commitments or demands of any character to which Seller or Acquiree is a party, which relate to the transfer or restrict the transfer of any shares of Acquiree Stock. To the knowledge of Seller and Acquiree, there are no shareholder agreements, understandings or commitments relating to the right of Acquiree to vote or dispose of Acquiree Stock. No share of Acquiree Stock has been issued in violation of the preemptive rights of any person.
Capitalization; Investments. As of the date hereof, the authorized capital stock of Steelton consists of 8,000,000 shares of common stock, par value $.10 per share, of which 300,290 shares are duly issued and outstanding, fully paid and non-assessable, plus 116,225 shares are held in treasury as issued but not outstanding, and 2,000,000 shares of preferred stock, no par value, none of which are issued and outstanding. Except as set forth in Schedule 3(b) hereto, there are no authorized, issued or outstanding options, convertible securities, warrants or other rights to purchase or acquire any of Mechanics' or Steelton's capital stock from Mechanics or Steelton, there is no commitment of Mechanics or Steelton to issue the same, and other than by operation of law, there are no outstanding agreements, restrictions, contracts, commitments or demands of any character to which Steelton or Mechanics is a party, which relate to the transfer or restrict the transfer of any shares of Steelton's or Mechanics' capital stock. Except as disclosed in Schedule 3(b), to the knowledge of Steelton, there are no shareholder agreements, understandings or commitments relating to the right of any shareholder to vote or dispose of shares of Steelton or shares of Mechanics. The authorized capital stock of each of the Steelton Subsidiaries ("Steelton Subsidiaries' Capital Stock") consists of the respective number of shares of capital stock, with the respective par value per share, set forth on Schedule 3(b), of which the respective number of outstanding shares set forth on Schedule 3(b) have been duly authorized, validly issued, and are fully paid and non-assessable. Except as set forth on Schedule 3(b), all shares of the Steelton Subsidiaries' Capital Stock, which are issued and outstanding, are owned directly or indirectly by Steelton. Except as set forth on Schedule 3(b), there is no authorized, issued or outstanding capital stock of any of the Steelton Subsidiaries, there is no commitment of any of the Steelton Subsidiaries to issue any of the same and, other than by operation of law, there are no outstanding agreements, restrictions, contracts, commitments or demands of any character which relate to the transfer or restrict the transfer of any shares of the Steelton Subsidiaries' Capital Stock. No share of Steelton or of a Steelton Subsidiary has been issued in violation of the preemptive rights of any person.
Capitalization; Investments. Borrower’s capitalization and a list of its Subsidiaries is set forth on Schedule 5.14. Borrower does not own any stock, partnership interest or other equity securities of any Person, except for Permitted Investments. All information set forth on Schedule 5.14 is true, correct and complete.
