Capitalization; No Liens Clause Samples
Capitalization; No Liens. (a) The authorized capital stock of each of Liberty N2P, Liberty N2P II and Liberty N2P III consists solely of 10,000 shares of common stock, par value $.01 per share, 1,000 shares of which are issued and outstanding in the case of each of Liberty N2P, Liberty N2P II and Liberty N2P III (collectively, the “Seller Subsidiaries Stock”). LMC Animal Planet owns all of the issued and outstanding shares of Seller Subsidiaries Stock.
(b) Other than this Agreement, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of common stock of any of the Seller Subsidiaries, (ii) no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any of the Seller Subsidiaries, (iii) no rights, contracts, commitments or arrangements (contingent or otherwise) obligating any Seller Subsidiary to either (A) redeem, purchase or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, common stock of such Seller Subsidiary, or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, common stock of such Seller Subsidiary, (iv) no agreements or arrangements under which any Seller Subsidiary is obligated to register the sale of any of its securities under the Securities Act, and (v) except as described on Schedule 4.02(b) of the Seller Disclosure Schedules, no restrictions upon, or Contracts (as defined below) or understandings of any Seller Subsidiary, or to the knowledge of the executive officers of each of LMC Animal Planet and each Seller Subsidiary, Contracts or understandings of any other person, with respect to, the voting or transfer of any shares of common stock of such Seller Subsidiary. Except as described on Schedule 4.02(b) of the Seller Disclosure Schedules, no party has any right of first refusal, right of first offer, right of co-sale or other similar right regarding the securities of any Seller Subsidiary. For purposes of this Agreement, “Contract” means any written or oral agreement, lease, license, contract, note, mortgage, indenture, arrangement o...
Capitalization; No Liens. (a) The authorized capital stock of IDT Parent consists solely of (i) 100,000,000 shares of common stock, par value $.01 per share (“IDT Parent Common Stock”), of which 18,845,933 shares are issued and outstanding and 6,228,927 shares are held in treasury, (ii) 35,000,000 shares of Class A common stock, par value $.01 per share (“IDT Parent Class A Common Stock”), of which 9,816,988 shares are issued and outstanding and none are held in treasury, (iii) 100,000,000 shares of IDT Parent Class B Common Stock, of which 67,554,116 shares are issued and outstanding and 1,608,290 shares are held in treasury, and 10,000,000 shares of preferred stock, par value $.01 per share, none of which are issued and outstanding and none are held in treasury.
(b) Equity Rights and Other Equity-Related Agreements.
(i) Except as set forth on Schedule 5.02(b)(i) to the Purchaser Disclosure Schedules or as specifically disclosed in the Current IDT Reports (as defined below), there are no:
(1) outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) (collectively, “Equity Rights”) to subscribe for, purchase or acquire any issued or unissued shares of capital stock of IDT Parent or any Significant Subsidiary (as defined below);
(2) authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to IDT Parent or any Significant Subsidiary (collectively, “Equity-Based Awards”); or
(3) securities or instruments containing antidilution or similar provisions that will be triggered by the consummation of the Mergers (collectively, “Antidilution Rights”); provided, however, that the representations and warranties of IDT Parent and the IDT Subsidiaries set forth in this Section 5.02(b)(i) shall not be breached by the existence of any Equity Rights, Equity-Based Awards or Antidilution Rights, the existence of which would otherwise constitute a breach of this Section 5.02(b)(i) (collectively, “Undisclosed Rights”), if the exercise of all such Undisclosed Rights as of immediately prior to the Effective Time of each Merger (whether or not then immediately exercisable) could not, in the aggregate, result in (x) the issuance of capital stock (or payment of other consideration based on the value of capital stock) representing more than 3% (by value or voting power) of the capital stock of IDT Parent then outstanding, or (y) the issuance of capital stock (or payment o...
Capitalization; No Liens. All the Company Shares have been ------------------------ duly authorized and are validly issued, fully paid and nonassessable and have been issued, offered and sold in compliance with all Applicable Laws concerning the issuance of securities and have not been issued, offered or sold subject to or in violation of any Rights.
Capitalization; No Liens. The authorized capital stock of IDT Parent consists solely of (i) 100,000,000 shares of common stock, par value $.01 per share, of which 21,009,468 shares are issued and outstanding and 4,065,392 shares are held in treasury, (ii) 35,000,000 shares of Class A common stock, par value $.01 per share, of which 9,816,988 shares are issued and outstanding and none are held in treasury, (iii) 100,000,000 shares of Class B common stock, par value $.01 per share, of which 56,156,853 shares are issued and outstanding and 4,870,898 shares are held in treasury, and 10,000,000 shares of preferred stock, par value $.01 per share, of which none are issued and outstanding and none are held in treasury.
Capitalization; No Liens. (a) All the issued and outstanding capital stock of the Company consists of 60,000 shares of common stock par value each of $1. All the Purchased Shares have been duly authorized and are fully paid and non assessable. All the issued and outstanding Purchased Shares are held by each shareholder and in such amounts as set forth in Schedule “2.2”.
(b) There are no outstanding rights, plans, options, warrants, calls, conversion rights or any obligations, agreements, arrangements or commitments of any character, either firm or conditional (including without limitation pursuant to uncapitalized capital contributions) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or any securities exchangeable for, or convertible into, shares of capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement, arrangement, requirement or commitment or providing for the right on the part of any shareholder to subscribe for such shares.
Capitalization; No Liens. LMC owns, directly or indirectly, all of the issued and outstanding Phase II Merger Company Shares, and all of the Phase II Merger Company Shares have been duly authorized and validly issued and are fully paid and
Capitalization; No Liens. (a) The authorized capital stock of Liberty IDTC consists solely of 10,000 shares of common stock, par value $.01 per share (the “Liberty IDTC Common Stock”), 1,000 shares of which are issued and outstanding. The authorized capital stock of Liberty IDTC 2 consists solely of 10,000 shares of common stock, par value $.01 per share (the “Liberty IDTC 2 Common Stock”), 1,000 shares of which are issued and outstanding. The authorized capital stock of Liberty IDTC 3 consists solely of 10,000 shares of common stock, par value $.01 per share (the “Liberty IDTC 3 Common Stock”, and together with the Liberty IDTC Common Stock and the Liberty IDTC 2 Common Stock, the “Seller Subsidiaries Stock”), 1,000 shares of which are issued and outstanding. Liberty Parent owns all of the issued and outstanding shares of Liberty IDTC, and wholly-owned subsidiaries of Liberty Parent own all of the issued and outstanding shares of Liberty IDTC 2 and Liberty IDTC 3.
(b) As of the date of this Agreement, there are (i) no outstanding options, warrants, agreements, conversion rights, exchange rights, preemptive rights or other rights (whether contingent or not) to subscribe for, purchase or acquire any issued or unissued shares of capital stock of any of the Seller Subsidiaries, (ii) no authorized or outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any of the Seller Subsidiaries, (iii) no rights, contracts, commitments or arrangements (contingent or otherwise) obligating any Seller Subsidiary to either (A) redeem, purchase or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any outstanding shares of, or any outstanding warrants or rights of any kind to acquire any shares of, or any outstanding securities that are convertible into or exchangeable for any shares of, capital stock of such Seller Subsidiary, or (B) pay any dividend or make any distribution in respect of any shares of, or any outstanding securities that are convertible or exchangeable for any shares of, capital stock of such Seller Subsidiary, (iv) no agreements or arrangements under which any Seller Subsidiary is obligated to register the sale of any of its securities under the Securities Act of 1933, as amended (the “Securities Act”), and (v) no restrictions upon, or Contracts or understandings of any Seller Subsidiary, or to the knowledge of Liberty Parent and each Seller Subsidiary, Contracts or understandings of any other person, with respect to...
Capitalization; No Liens. The authorized capital stock of the Company and each Company Subsidiary, the issued and outstanding capital stock of the Company and each Company Subsidiary, and the ownership thereof, is set forth on Schedule 3.5. The outstanding capital stock of the Company and each Company Subsidiary (i) has been duly issued and is fully paid and non-assessable, (ii) has not been issued or sold in violation of any securities laws, preemptive or similar rights created by Applicable Law, the Organizational Documents of the Company or any Company Subsidiary or any agreement to which the Company or any Company Subsidiary is a party or bound, and (iii) is legally and beneficially owned as set forth in Schedule 3.5, free and clear of all Liens. There are no outstanding (a) securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for capital stock or other equity securities of the Company or any Company Subsidiary, or (b) options, rights (preemptive or otherwise), subscriptions, calls, warrants or other rights, agreements or commitments (except for this Agreement) that give any Person the right to acquire or otherwise receive capital stock or any other equity securities of the Company or any of the Company Subsidiaries, or other obligation of the Company or any of the Company Subsidiaries to issue, any capital stock, other equity securities or securities convertible into or exchangeable for capital stock or other equity securities of the Company or any Company Subsidiary. There are no voting trusts, proxies, shareholders or any other Contracts to which the Company, any Company Subsidiary or any Seller is bound with respect to the securities of the Company or any Company Subsidiary. At the Closing, Buyer will acquire the entire legal and beneficial interest in all of the Shares free and clear of any Liens, excluding any Liens created by Buyer.
Capitalization; No Liens