Capitalization; No Preemptive or Other Rights Sample Clauses

Capitalization; No Preemptive or Other Rights. (a) TGPC Investments owns 100% of the outstanding equity interests in TGPC. The TGPC Interest comprises all of the equity interests in TGPC and is owed, beneficially and of record, by TGPC Investments, free and clear of all security interests, liens, mortgages, pledges, charges, encumbrances and rights of others (“Liens”), except for any Lien set forth on Schedule 3.2. TGPC Investments has full legal right to contribute, assign and transfer the TGPC Interest to KMEP and will, upon delivery of the TGPC Interest to KMEP pursuant to the terms hereof, transfer to KMEP good and valid title to the TGPC Interest free and clear of all Liens (other than any Liens created by KMEP). (b) EPNG Investments owns 100% of the outstanding equity interests in EPNG. Upon conversion of EPNG to a limited liability company, the EPNG Interest will comprise 50% of the equity interests in EPNG owned by EPNG Investments and such interest will be owed, beneficially and of record, by EPNG, free and clear of all Liens, except for any Lien set forth on Schedule 3.2. EPNG Investments will, upon conversion of EPNG to a limited liability company, have full legal right to contribute, assign and transfer the EPNG Interest to KMEP and will, upon delivery of the EPNG Interest to KMEP pursuant to the terms hereof, transfer to KMEP good and valid title to the EPNG Interest free and clear of all Liens (other than any Liens created by KMEP). (c) The Equity Interests are not subject to any agreements with respect to the voting or transfer of any of the Equity Interests (except with respect to (i) the contribution of the Equity Interests contemplated by this Agreement, (ii) the respective organizational documents of TGPC or EPNG, and (iii) restrictions under applicable federal and state securities laws). As of the Closing Date, the Equity Interests will have been duly authorized and will be validly issued, fully paid (to the extent required under the limited liability company agreement of TGPC or EPNG) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)). (d) Except as set forth in this Agreement, there are no outstanding subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued or granted by, or binding upon, the Contributors or the Companies) to purchase or otherwise acquire any security of or equity interest in TGPC or EPNG.
Sample 1
Capitalization; No Preemptive or Other Rights. (a) El Paso owns 100% of the outstanding equity interests in Southern Gulf. The Southern Gulf Interest comprises all of the equity interests in Southern Gulf and is owned, beneficially and of record, by El Paso, free and clear of all security interests, liens, mortgages, pledges, charges, encumbrances and rights of others, except for any security interests, liens, mortgages, pledges, charges, encumbrances or rights of others (i) set forth on Schedule 3.2, (ii) created by the Partnership,
Sample 1
Capitalization; No Preemptive or Other Rights. (a) El Paso owns 100% of the outstanding equity interests in Southern Gulf. The Southern Gulf Interest comprises all of the equity interests in Southern Gulf and is owned, beneficially and of record, by El Paso, free and clear of all security interests, liens, mortgages, pledges, charges, encumbrances and rights of others, except for any security interests, liens, mortgages, pledges, charges, encumbrances or rights of others (i) set forth on Schedule 3.2, (ii) created by the Partnership, (iii) arising under the organizational documents of the applicable Company, or (iv) arising under applicable federal and state securities laws (“Liens”). El Paso has full legal right to contribute, assign and transfer the Southern Gulf Interest to the Partnership and will, upon delivery of the Southern Gulf Interest to the Partnership pursuant to the terms hereof, transfer to the Partnership good and valid title to the Southern Gulf Interest free and clear of all Liens. (b) EP CNG owns 100% of the outstanding equity interests in CGSC. Upon conversion of CGSC to a limited liability company, the CGSC Interest will comprise all of the equity interests in CGSC and such interest will be owned, beneficially and of record, by EP CNG, free and clear of all Liens. EP CNG will, upon conversion of CGSC to a limited liability company, have full legal right to contribute, assign and transfer the CGSC Interest to the Partnership and will, upon delivery of the CGSC Interest to the Partnership pursuant to the terms hereof, transfer to the Partnership good and valid title to the CGSC Interest free and clear of all Liens. (c) The ownership of the outstanding equity interests in Ruby Holding is set forth on Schedule 3.2(c). The Ruby Holding Interest comprises 700,001,000 Class B Common Units in Ruby Holding and is owned, beneficially and of record, by EP Ruby, free and clear of all Liens. EP Ruby has full legal right to contribute, assign and transfer the Ruby Holding Interest to the Partnership and will, upon delivery of the Ruby Holding Interest to the Partnership pursuant to the terms hereof, transfer to the Partnership good and valid title to the Ruby Holding Interest free and clear of all Liens. (d) The Equity Interests are not subject to any agreements with respect to the voting or transfer of any of the Equity Interests (except with respect to (i) the contribution of the Equity Interests contemplated by this Agreement, (ii) the respective organizational documents of Southern Gulf, CGS...
Sample 1

Related to Capitalization; No Preemptive or Other Rights

  • Adjustments for Dividends in Stock or Other Securities or Property If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 4.

  • Capitalization; Voting Rights (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

  • No Preemptive Rights Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.

  • Issuance of Warrants or Other Rights If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents (or issue any warrant or other rights therefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Common Stock Equivalents (or any warrant or other rights therefor) shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Warrant Price then in effect shall be adjusted as provided in Section 4(d) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) shall be deemed to have been issued and outstanding and the Issuer shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such warrants or other rights. No adjustments of the Warrant Price then in effect or the number of Warrant Shares for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock or of such Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Common Stock Equivalents.

  • No Registration or Other Similar Rights Such Selling Shareholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, other than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Options or Other Rights There is no outstanding right, subscription, warrant, call, unsatisfied preemptive right, option or other agreement of any kind to purchase or otherwise to receive from the Company or any Seller any of the outstanding, authorized but unissued, unauthorized or treasury shares of the capital stock or any other security of the Company, and there is no outstanding security of any kind convertible into such capital stock.

  • Additional Shares or Options The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Capitalization; the Securities; Registration Rights All of the issued and outstanding shares of the share capital of the Company, including the outstanding Ordinary Shares, are duly authorized and validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Underwriters), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities which may be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the share capital of the Company, including the Ordinary Shares, conforms to the description thereof in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus. Except as otherwise stated in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, (i) there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Ordinary Shares pursuant to the Company’s Certificate of Incorporation, Memorandum and Articles of Association (or other constitutive or organizational documents) or any agreement or other instrument to which the Company is a party or by which the Company is bound, (ii) neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Ordinary Shares or other securities of the Company (collectively “Registration Rights”) and (iii) any person to whom the Company has granted Registration Rights has agreed not to exercise such rights until after the date that is 180 days after the date of the Prospectus. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus under the caption “Capitalization.” The Ordinary Shares (including the Securities) conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus. In addition, except as described in the Registration Statement, in the Pricing Disclosure Package and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any share capital of the Company, and there are no option, share bonus or other share plans or arrangements in existence.