Capitalization; No Subsidiaries. (i) The authorized capital stock of the Company at the Closing shall consist of 1,000,000,000 Common Shares with $0.00001 par value per share. Immediately following the Closing, after giving effect to the issuance of the Contribution Shares and the Subscription Shares, there will be 950,000,000 Common Shares issued and outstanding, with 5,000,000 Common Shares reserved for issuance pursuant to the 2018 Equity Incentive Plan.
Capitalization; No Subsidiaries. The authorized number of shares of Seller is 85,000, all of one class, of which 1000 are issued and outstanding, of which 480 shares are owned by Carlxx Xxxxxxx xxx 420 shares are owned by Mark Xxxxx. Xeller has no subsidiaries.
Capitalization; No Subsidiaries. (a) As of the date hereof, the authorized capital stock of the Company consisted of one thousand (1,000) shares of common stock, $1.00 par value per share, all of which are validly issued and outstanding. The Company has no Subsidiaries and does not own any capital stock or other equity interests in any other Person.
Capitalization; No Subsidiaries. (a) The LLC Interests, all of which are issued to and owned by Seller, constitute all the issued and outstanding limited liability company membership interests in EPB, have been duly authorized and validly issued and were issued in compliance with all applicable federal and state securities laws. Except as set forth in Schedule 3.3(a), there are no options, warrants, calls, subscriptions, convertible securities, preemptive rights, rights of first refusal or other rights, agreements or commitments that obligate EPB to issue, transfer or sell any membership interest or other equity interest in EPB, or that restrict the right of Seller to transfer any membership interests of EPB. There is no obligation, contingent or otherwise, of EPB to repurchase, redeem or otherwise acquire any membership interests of EPB.
Capitalization; No Subsidiaries. (a) Schedule 4.6(a) sets forth a true and complete list that accurately reflects all of the Timco Interests held by each Seller. The Timco Interests (i) have been duly authorized, are validly issued and are fully paid and non-assessable, (ii) were issued in compliance with applicable Legal Requirements, (iii) were not issued in violation of the Timco Organizational Documents or any other agreement, arrangement or commitment to which a Seller or Timco is a party, and (iv) were not issued in violation of, and are not subject to, any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person, except as set forth in the Timco Organizational Documents. There are no Interests issued or outstanding in Timco other than the Timco Interests.
Capitalization; No Subsidiaries. (a) The currently issued share capital of the Company is set forth on Section 2.2(a) of the Company Disclosure Letter. There are no declared or accrued but unpaid dividends with respect to any Company Ordinary Shares, Company Series A Shares or Company Series B Shares.
Capitalization; No Subsidiaries. (a) The authorized capital stock of the Company consists of one hundred ten thousand (110,000) shares of common stock, without par value. The issued and outstanding Equity Interests of the Company are as set forth in the Capitalization Schedule (as defined below), all of which are owned by Sellers free and clear of Liens, other than transfer restrictions under applicable securities Laws. The Company does not hold any shares as treasury stock. All of the issued and outstanding Shares have been duly authorized and validly issued and are fully paid, non-assessable, and not issued in violation of (or subject to) any preemptive rights, call rights or rights of first refusal, purchase options, or similar rights. As of the Closing, Purchaser shall own all of the issued and outstanding capital stock of the Company and no other Person shall have any right with respect thereto. There are no declared or accrued but unpaid dividends or distributions to any Seller or former equityholder of the Company.
Capitalization; No Subsidiaries. (a) The Company's authorized capital stock consists only of 750 shares of common stock, no par value, of which only the Shares as set forth and defined in SECTION 1.1 are issued and outstanding. All of the Shares are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of Company which have been issued or granted by or are binding upon Sellers, the Company or other Persons. The Trusts are the record and beneficial owners, respectively, of the Shares, free and clear of all liens, mortgages, pledges, security interests, charges or encumbrances of any kind, including any conditional sale or other title retention agreement or agreement with respect to any of the foregoing ("Encumbrances"). The delivery to Buyer at Closing of certificates evidencing the Shares will convey and transfer to Buyer good and marketable title to all capital stock of the Company, free and clear of restrictions or conditions to transfer or assignment (other than restrictions on transfer imposed by federal or state securities laws) and free and clear of all defects of title or Encumbrances.
Capitalization; No Subsidiaries. Company's authorized capital stock consists of (a) 1,000 shares of Company Common Stock, of which 170 shares are issued and outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of Company which have been issued or granted by or are binding upon Sellers or Company or, to the knowledge of Sellers, by any other Person. Each Seller is the record and beneficial owner of the number of shares of Company Common Stock set forth opposite such person's name on Schedule 2.4, free and clear of all Encumbrances. Company has no Subsidiaries. The delivery to Purchaser at Closing of certificates evidencing all outstanding Company Common Stock will convey and transfer to Purchaser, good, complete and marketable title to all capital stock of Company, free and clear of restrictions or conditions to transfer or assignment (other than restrictions on transfer imposed by federal or state securities laws) and free and clear of all defects of title or Encumbrances.
Capitalization; No Subsidiaries. The authorized capital of Orion consists of U.S.$12,000, divided into 12,000 shares of U.S.$1.00 each (the "Stock"), all of which shares have equal voting rights, and Orion has no other authorized class or series of equity securities. 12,000 shares of Stock are issued and outstanding, all of which shares were duly authorized for issuance and are validly issued, fully paid and non-assessable. There are no options, warrants, calls, rights, commitments or other agreements of any character requiring, and there are no securities which upon conversion or exchange would require, the issuance, sale or transfer of any shares of capital stock or other equity securities of Orion or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of Orion. None of the Orion Stockholders is a party to any voting trust or other voting agreement with respect to any of the Stock, or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of Orion. Orion does not, directly or indirectly, own any stock or other equity interest in any other Person.
