Capitalization; Minute Books Clause Samples
The 'Capitalization; Minute Books' clause defines the requirements for maintaining accurate records of a company's share structure and official corporate actions. It typically obligates the company to keep up-to-date documentation of its issued and outstanding shares, as well as to preserve minute books that record board and shareholder meetings, resolutions, and other key corporate decisions. This clause ensures transparency and legal compliance by providing a clear historical record of the company's governance and ownership, which is essential for audits, due diligence, and resolving disputes.
Capitalization; Minute Books. (a) At the date of this Agreement, the total share capital of the Company amounts CHF 393’806 fully paid in. Thereof, CHF 242,144 is (ordinary) share capital and CHF 151’662 148,846 is non-voting share capital. The ordinary share capital is divided into (i) 800 Ordinary Shares and (ii) 241,344 Preferred Shares. In addition, the Company has conditional non-voting share capital in the amount of CHF 75,700, for the issuance of 72’884Non-Voting Shares in case of option rights being exercised, to be paid in upon issuance. Further, the Company has authorized non-voting share capital in the amount of CHF 53,504 for the issuance 53,504 Non-Voting Shares until 21 July 2015, to be paid in upon issuance, and authorized (ordinary) share capital in the amount of CHF 87,297 for the issuance of 87,297 Preferred Shares until 21 July 2015, to be paid in upon issuance. No other capital stock of the Company is authorized, issued or outstanding. All of the Company Shares issued as of the date hereof are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. The Company Shares set forth on Schedule A hereto represent all of the issued and outstanding capital stock of the Company. None of the Company Shares were issued in violation of (i) any Contract to which the Company is or was a party or beneficiary or by which the Company or their respective properties or assets is or was subject or (ii) of any preemptive or similar rights of any Person.
(b) There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any shares of capital stock or other equity or voting interests of the Company and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Company. There are no Contracts of any kind to which the Company is a party or beneficiary or by which the Company or its assets are subject, obligating the Company to issue, deliver, grant or sell, or cause to be issued, delivered, granted or sold, additional shares of capital stock of, or other equity or voting interests in, or options, warrants or other securities or subscription, preemptive or other rights convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company, or any “phantom stock” right, stock appreciation right or other similar right with respec...
Capitalization; Minute Books. (a) Schedule 5.2(a) of the Acquired Companies Disclosure Letter sets forth a complete and accurate list of the authorized and outstanding Equity Securities (including type and series thereof) of each Acquired Company, lists the owner(s) of record of such outstanding Equity Securities, including owners (other than an Acquired Company) of Equity Securities of any Acquired Companies (the “Minority Interest Owners”), lists the legal name, jurisdiction of incorporation, physical address of each such Minority Interest Owner and the name, address, telephone number and email address of the Acquired Companies’ contact at such Minority Interest Owner. True and complete copies of all Organizational Documents of all Acquired Companies and of all Contracts between any Acquired Company and any Minority Interest Owner have been provided to Buyer or caused to be placed in the Data Room. All of the issued and outstanding Equity Securities of the Acquired Companies (collectively, the “Subsidiary Shares”) are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. All of the Equity Securities of the Company are owned by Parent and the Madison Group Sellers, free and clear of all Liens other than those Liens to be released at Closing, and all of the Subsidiary Shares of the Acquired Companies other than the Company are owned, directly or indirectly, by the Parent and the Madison Group Sellers, free and clear of all Liens other than (A) those Liens to be released at Closing and (B) Liens for Continuing Indebtedness. None of the Subsidiary Shares were issued in violation of any (i) Contract to which any Acquired Company is or was a party or beneficiary or by which any Acquired Company or their respective properties or assets is or was subject, (ii) preemptive option, right of first refusal, subscription or any similar rights of any Person, (iii) the Organizational Documents of any Acquired Company, or (iv) any Law. Except as set forth on Schedule 5.2(a) of the Acquired Companies Disclosure Letter, no Acquired Company owns or has the right to acquire directly or indirectly any interest in, and no Acquired Company is subject to any obligation or requirement to provide for or to make any investment in, any Person.
(b) Except as set forth on Schedule 5.2(b) of the Acquired Companies Disclosure Letter, there are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible in...
Capitalization; Minute Books. (a) At all times prior to the Conversion, the authorized capital stock of the Company consists of 1,170 shares of voting stock and 10,207 shares of non-voting stock and no other capital stock of the Company is authorized, issued or outstanding. At all times prior to the Conversion, all of the Shares are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws and the Shares represent all of the issued and outstanding capital stock of the Company. At all times prior to the Pre-Closing Contribution, each respective Shareholder holds of record and owns beneficially all of its respective Shares, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind. None of the Shares were issued in violation of (i) any Contract to which any Shareholder or the Company is or was a party or beneficiary or by which any Shareholder or the Company or their respective properties or assets is or was subject or (ii) of any preemptive or similar rights of any Person. As of immediately following the Pre-Closing Contribution, the Shareholders will have conveyed to Holdco, and ▇▇▇▇▇▇ will hold, beneficially and of record, title to the Shares or the Transferred Interests, as applicable. At all times following the Conversion, the Transferred Interests shall be duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws and the Transferred Interests shall represent all of the issued and outstanding equity interests of the Company, and Holdco shall hold of record and own beneficially the Transferred Interests, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind. At all times following the Conversion, none of the Transferred Interests were issued in violation of (i) any Contract to which any Shareholder, Holdco or the Company is or was a party or beneficiary or by which any Shareholder, Holdco or the Company or their respective properties or assets is or was subject or (ii) of any preemptive or similar rights of any Person. Section 4.2(a) of the Shareholders’ Disclosure Schedule sets forth the capitalization table of the Company and each Subsidiary of the Company as of all times prior to the Conversion and following the Conversion, which includes (A) the number of authorized shares of each class of each Acquired Company’s cap...
Capitalization; Minute Books. (a) The authorized capital stock of the Company consists of 100,000 shares of common stock, par value $.01 per share, of which 17,754.679 shares are issued and outstanding (collectively, the “Shares”). The Shares are duly authorized, validly issued, fully paid and non-assessable. Other than the Shares and those Equity Securities set forth in the Company Disclosure Schedule, there are no outstanding (i) shares of capital stock of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligations of the Company to issue or pay cash valued by reference to, any capital stock, voting securities or securities convertible into or exchangeable for capital stock of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any of the Company Securities.
(b) Neither the Shares nor any Equity Securities were issued in violation of: (i) any preemptive or similar rights of any Person or in violation of any applicable federal or state securities laws; or (ii) any Contract to which the Shareholder or the Company is or was a party or beneficiary or by which the Shareholder or the Company or their respective properties or assets are or were subject. There are no voting trusts, proxies, or other agreements or understandings to which the Company is a party with respect to the voting of the Shares other than those described in Section 2.4(b).
(c) The minute books of the Company completely and accurately reflect in all material respects all material actions taken by the Board of Directors of the Company or the Shareholder by written consent or resolution on or after January 1, 2004.