Capitalization; Issuance. (a) As of February 25, 2020, the Company has no capital stock or other equity securities outstanding other than 254,968,290 Common Shares. All such Common Shares have been duly authorized and validly issued in accordance with the Company Articles and are fully paid (to the extent required under the Company Articles) and nonassessable.
(b) As of the Closing, after giving effect to the Merger and the Restructuring, the Company shall have capital stock or other equity securities outstanding in an aggregate amount no more than the sum of 30,018,446 Series A Preferred Shares issued to the Investors under this Agreement, 254,968,290 Common Shares issued and outstanding as the date hereof, and any capital stock or equity securities (i) to be issued as consideration to unitholders of the Partnership in connection with the Merger and (ii) permitted to be issued by the Company pursuant to Section 6.2(b) of the Merger Agreement.
(c) The Series A Preferred Shares will be duly authorized by the Company pursuant to the Company Articles prior to the Closing and the Certificate of Designations as of the Closing, and, when issued and delivered to the Investors in exchange for the applicable Series A Preferred Units in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transferability that may be imposed by federal or state securities Laws or contained in the Company Articles, the Certificate of Designations or this Agreement and (ii) such Liens as are created by the Investors.
(d) Except (i) for the Series A Preferred Shares to be issued pursuant to this Agreement, (ii) as expressly provided in the Company Articles or (iii) as disclosed in the SEC Documents or as have been awarded pursuant to the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan or the Equitrans Midstream Corporation Directors’ Deferred Compensation Plan, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, securities or ownership interests in the Company are outstanding.
(e) The Certificate of Designations sets forth the rights, preferences and priorities of the Series A Preferred Shares, and the holders of the Series A Preferred Shares will have the rights set forth in the Certificate of Designations upon the Closing.
Capitalization; Issuance. The authorized capital stock of the Company is 1,100,000,000 shares, of which 1,000,000,000 shares have been designated as Common Stock, of which 492,216,625 shares were issued and outstanding immediately prior to the Closing. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. All of the issued shares of capital stock of each material subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. All corporate action, other than the filing of the Amendment, has been taken such that the Shares and the Additional Shares issuable under this Agreement, when issued, will have been duly and validly authorized and, when issued and delivered in accordance with the provisions of this Agreement, will be duly and validly issued, fully paid and non-assessable.
Capitalization; Issuance. The authorized capital stock of the Company consists of 600,000,000 shares of Common Stock, 154,791 of which are issued and outstanding, and 160,000 shares of Preferred Stock, all of which are designated Series C Preferred Stock, all of which are currently issued and outstanding. The Company has reserved (i) 45,419 shares of Common Stock for issuance upon the exercise of options granted and currently outstanding under the Company’s 2013 Equity Incentive Plan (the “Stock Plan”); and (ii) 726,261 shares of Common Stock for future issuance to officers, directors, employees and consultants of the Company under the Stock Plan. All issued and outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in full compliance with all federal and state securities laws.
Capitalization; Issuance. Columbia and NFM are each wholly-owned subsidiaries of MPI. All of the outstanding ownership interest of MPI, Columbia and NFM have been validly issued, and were not issued in violation of any rights of any other person. No option, warrant, call, conversion right or commitment of any kind exists which obligates any of MPI, Columbia and NFM to issue any additional ownership interest or other securities convertible into or exchangeable for ownership interest. Section 3.2 of the Disclosure Schedule sets forth the true and complete capitalization of MPI as of the date of this Agreement, including: (i) issued and outstanding securities issued by MPI; (ii) granted and outstanding options to purchase securities of MPI; (iii) options to purchase securities of MPI that have not yet been granted but are reserved for future grants; and (iv) warrants and other derivative securities, if any, entitling the holder to obtain securities of MPI. There are no shareholder's agreements, purchaser's rights agreements, voting trusts of other agreements or understandings to which the Borrower is a party or by which it is bound related to the voting of, or placing any restrictions on, any securities of the Borrower.
Capitalization; Issuance. The authorized capital stock of the Company is 1,100,000,000 shares, of which 865,000,000 shares have been designated as Common Stock, of which 357,216,625 shares were issued and outstanding immediately prior to the Closing. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. All of the issued shares of capital stock of each material subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. The shares of Common Stock issuable upon conversion of the New Convertible Notes and the shares of New Common Stock issuable to each Noteholder under this Agreement have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of this Agreement, the New Convertible Notes and the New Indenture, will be duly and validly issued, fully paid and non-assessable. Each Noteholder shall receive good, valid and marketable title to its respective (i) shares of New Common Stock, (ii) shares of Common Stock issuable upon conversion of the New Convertible Notes and (iii) New Convertible Notes, in each case free and clear of all liens, encumbrances, equities, claims or preemptive or similar rights.
Capitalization; Issuance. The authorized capital stock of the Company consists of 600,000,000 shares of Common Stock, 154,791 of which are issued and outstanding, and 160,000 shares of Preferred Stock, all of which are designated Series C Preferred Stock, all of which are currently issued and outstanding. The Company has reserved (i) 771,680 shares of Common Stock for issuance upon the exercise of options granted and currently outstanding under the Company’s 2013 Equity Incentive Plan (the “Stock Plan”), of which 726,261 remain available for issuance. All issued and outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in full compliance with all federal and state securities laws.
Capitalization; Issuance. The authorized capital stock of the Company consists of 600,000,000 shares of Common Stock, 154,791 of which are issued and outstanding, and 160,000 shares of Series C Preferred Stock, 154,791 of which are currently issued and outstanding. The Company has reserved 771,680 shares of Common Stock for issuance upon the exercise of options granted and currently outstanding under the Company’s 2013 Equity Incentive Plan (the “Stock Plan”), of which 726,261 remain available for issuance. All issued and outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in full compliance with all federal and state securities laws.
Capitalization; Issuance. The capitalization table attached hereto as Exhibit B correctly sets forth, as of the Date of Issuance, the authorized, issued and outstanding capital of the Company and all options, profits interests and warrants to acquire any Equity Interests of the Company. All issued and outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in full compliance with all federal and state securities laws.
Capitalization; Issuance. The authorized capital stock of the Company consists of [ ] shares of Common Stock,[ ] of which are issued and outstanding, and [ ] shares of Preferred Stock, [ ], of which are designated Series Seed Preferred Stock, all of which are currently issued and outstanding, [ ] of which are designated Series A Preferred Stock, all of which are currently issued and outstanding, [ ] of which are designated Series B Preferred Stock, [ ] of which are issued and outstanding, and [ ] of which are designated Series B-1 Preferred Stock, [ ] of which are issued and outstanding. The Company has reserved (i) [ ] shares of Common Stock for issuance upon the exercise of options granted and currently outstanding under the Company’s 2013 Equity Incentive Plan (the “Stock Plan”); and (ii) [ ] shares of Common Stock for future issuance to officers, directors, employees and consultants of the Company under the Stock Plan. All issued and outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in full compliance with all federal and state securities laws.
Capitalization; Issuance. The authorized capital stock of the Company consists of [ ] shares of Common Stock, [ ] of which are issued and outstanding, and [ ] shares of Preferred Stock, [ ], of which are designated Series Seed Preferred Stock, all of which are currently issued and outstanding, [ ] of which are designated Series A Preferred Stock, all of which are currently issued and outstanding, and [ ] of which are designated Series B Preferred Stock, [ ] of which are issued and outstanding. The Company has reserved (i) [ ] shares of Common Stock for issuance upon the exercise of options granted and currently outstanding under the Company’s 2013 Equity Incentive Plan (the “Stock Plan”); and (ii) [ ] shares of Common Stock for future issuance to officers, directors, employees and consultants of the Company under the Stock Plan. All issued and outstanding shares of Common Stock and Preferred Stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and were issued in full compliance with all federal and state securities laws.
