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.
(b) The Company does not, directly or indirectly, own any shares or have any other equity interest or option or other contractual right to acquire the same in any other person or entity or is a member, partner or joint venturer with any other such person or entity.
(c) Acoustic Components, Inc. ("Components") is a Minnesota corporation formed by Seller. Components currently has no assets or property of any kind, and has never had any assets or property or conducted any business or operations.
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.
(b) Except as set forth on Schedule 3.15(b)(i) there are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the capital stock of the Company, or obligating the Company to issue or sell any shares of its capital stock. Except as set forth in Schedule 3.15(b)(ii), there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock or partnership or other equity interests or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. Other than as set forth on Schedule 3.15(b)(iii), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the capital stock of the Company.
(c) Except as set forth on Schedule 3.15(c), the Company does not, directly or indirectly, (i) own, of record or beneficially, any outstanding voting securities or other equity interests in any Person or (ii) Control any other 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.
Capitalization; Investments. As of the date hereof, the authorized capital stock of First Harrisburg consists of 10,000,000 shares of common stock, par value $.01 per share, of which 2,337,284 shares are duly issued and outstanding, fully paid and non-assessable, and 51,878 shares are held in treasury as issued but not outstanding, and 5,000,000 shares of preferred stock, par value $.01 per share, none of which are issued and outstanding. Except as set forth in Schedule 3(b) hereto and except as provided for by the Option Agreement, there are no authorized, issued or outstanding options, convertible securities, warrants or other rights to purchase or acquire any of First Federal's or First Harrisburg's capital stock from First Federal or First Harrisburg, there is no commitment of First Federal or First Harrisburg 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 First Harrisburg or First Federal is a party, which relate to the transfer or restrict the transfer of any shares of First Harrisburg's or First Federal's capital stock. Except as disclosed in Schedule 3(b) and except as set forth in the Option Agreement, to the knowledge of First Harrisburg, there are no shareholder agreements, understandings or commitments relating to the right of any shareholder to vote or dispose of shares of First Harrisburg or shares of First Federal. The authorized capital stock of each of the First Harrisburg Subsidiaries ("First Harrisburg 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 First Harrisburg Subsidiaries' Capital Stock, which are issued and outstanding, are owned directly or indirectly by First Harrisburg. Except as set forth on Schedule 3(b), there is no authorized, issued or outstanding capital stock of any of the First Harrisburg Subsidiaries, there is no commitment of any of the First Harrisburg 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 Fir...
Capitalization; Investments. (a) All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid, and nonassessable, were not issued in violation of any preemptive rights, and pursuant to the terms of the Plan, will be cancelled by the Company prior to or concurrent with the issuance of the new Shares. Under the terms of the Plan the Company will cancel any and all issued and theretofore outstanding options, warrants and/or debentures convertible or exercisable into capital stock of the Company. Subject to confirmation of the Plan, 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.
(b) Except as listed on SCHEDULE 3.2, the Company does not, directly or indirectly, own any shares or have any other equity interest or option or other contractual right to acquire the same in any other person or entity or is a member, partner or joint venturer with any other such person or entity.
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.
(b) Except as set forth in Section 3.2(b) of the Disclosure Schedule, none of the Company or any of its Subsidiaries directly or indirectly (i) owns, of record or beneficially, any outstanding Capital Securities or other interests in any Person or (ii) controls any other Person. Section 3.2(b) of the Disclosure Schedule sets forth for each Subsidiary of the Company (i) its name and jurisdiction of formation and (ii) the amount and type of issued and outstanding Capital Securities (together with the names of the holders thereof and the amount held by each such holder). All of the issued and outstanding Capital Securities of each Subsidiary 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. The Company or one or more of its Subsidiaries, as applicable, has good and valid title to all of the issued and outstanding Capital Securities of each of the Company’s Subsidiaries that are shown in Section 3.2(b) of the Disclosure Schedule as held by the Company or one of its Subsidiaries, in each case free and clear of all Liens. The Company has good and valid title to the issued and outstanding Capital Securities of Pacificom held by the Company, free and clear of all Liens.
(c) Except as set forth in Section 3.2(c)(i) of the Disclosure Schedule there are no outstanding Liens, obligations, restrictions, options, warrants, calls, convertible securities or other rights, agreements, arrangements or commitments of any kind that have been issued, made or granted to any Person relating to the Capital Securities of...
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.
(b) Except as set forth on Schedule 3.16(b)(i) there are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the partnership interests, capital stock or membership units, as the case may be, of ProTrader LP, ProTrader LLC or any of their Subsidiaries or obligating ProTrader LP, ProTrader LLC or any of their Subsidiaries to issue or sell any shares of capital stock of, or any other interest in, ProTrader LP, ProTrader LLC or any of their Subsidiaries. Except as set forth in Schedule 3.16(b)(ii), there are no outstanding contractual obligations of ProTrader LP, ProTrader LLC or any of their Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or partnership or membership interests or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. Other than as set forth on Schedule 3.16(b)(iii), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the ProTrader LP Units or ProTrader LLC Membership Interests or the capital stock, partnership interest or membership interest, as the case may be, of any Subsidiary of ProTrader LP or ProTrader LLC.
(c) Except as set forth on Schedule 3.16(c), none of ProTrader LP, ProTrader LLC or any of their Subsidiaries directly or indirectly (i) owns, of record or beneficially, any outstanding voting securities or other equity interests in any Person or (ii) Controls any other Person.
(d) Schedule 8.1(a) reflects all of the unvested options related to the partnership interests of ProTrader LP. There are no op...
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. (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.
(b) Schedule 3.2.2(b) sets forth the number of outstanding Galena Shares, the names of all of the shareholders thereof and the number and percentage of Galena Shares owned by each such shareholder as of the date hereof and as of the Closing Date. All of the Galena Shares are duly authorized, validly issued and outstanding, fully paid and nonassessable.
(c) As of the date of this Agreement, except for a 98% interest in Chevron Brasil Lubrificantes Ltda., a sociedade limitada duly organized and validly existing under the Laws of Brazil (“CBLL”), a 91.2% interest in Quimica Industrial FIDES S.A., a sociedade anônima duly organized and validly existing under the Laws of Brazil (“Chevron Quimica”), such Investments as will be a part of the Retained Businesses following the consummation of the Divestiture Transactions and the Investments held by CBL pursuant to the Joint Operating Agreements and the Investments related to Tax incentives, CBL does not have any Investment in any corporation, partnership, association or other form of business entity. At the Closing, other than Investments related to Tax incentives, CBL will not have any Investment in any corporation, partnership, association or other form of business entity other than the Investments held by CBL pursuant to the Joint Operating Agreements.
(d) As of the date of this Agreement, except for an 8.8% interest in Chevron Quimica, Galena does not have any Investment in any corporation, partnership, association or other form of business entity. At the Closing, Galena will not have any Investment in any corporation, partnership, association or other form of business entity.
(e) As of the Closing Date, 100% of the investment by Sellers in the Securities will be duly registered with the Central Bank as a foreign investment pursuant to Law 4,131/62, as amended.
(f) None of the Companies or the Sellers or any of their Affiliates have entered into any agreement whereby any Person has the right (exercisable now or in the future and whether or not contingent) to call for the issue of any equity securities in either Company.
