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Capitalization of Borrowers Sample Clauses

Capitalization of Borrowers. The capitalization of each of World Solutions and World Source (expressed both in terms of total number of shares and percentage of each class of stock) is set forth on Exhibit 7.13. All of the issued and outstanding shares of capital stock of each of World Solutions and World Source have been duly authorized and validly issued and are fully paid and nonassessable. No authorized but unissued shares and no treasury shares of World Solutions or World Source are subject to any option, warrant, right to call or commitment of any kind or character except those arising pursuant to the Plans. All of the issued and outstanding shares of capital stock of Holding Company have been duly authorized and validly issued and are fully paid and nonassessable.
Sample 1
Capitalization of Borrowers. The capitalization of each of the Borrowers as of July 31, 2000 is set forth on Exhibit H and is correct and accurate in all material respects. All of the issued and outstanding shares of capital stock of the Borrowers has been duly and validly issued and are fully paid and nonassessable. None of the shares of capital stock of the Borrowers has been issued in violation of the Securities Act of 1933, as amended, or the securities or "Blue Sky" or any other applicable laws, rules or regulations of any applicable jurisdiction. Except as set forth in documents filed with the Securities and Exchange Commission as exhibits to Trendwest's Form 10-K, as of the Closing Date, Trendwest does not have any commitment or obligation, either firm or conditional, to issue, deliver, purchase or sell, under any offer, option agreement, bonus agreement, purchase plan, incentive plan, compensation plan, warrant, conversion rights, contingent share agreement, shareholders agreement, partnership agreement or otherwise, any shares of its capital stock, or other equity securities or securities convertible into shares of capital stock.
Sample 1
Capitalization of Borrowers. There is set forth in EXHIBIT 5.3.1 a complete description of the capitalization of each Borrower, after giving effect to the issuance of the Exchangeable Preferred Stock. All of the capital stock of each Borrower is validly issued, fully paid and non-assessable, and all of such capital stock and the Senior Subordinated Notes have been issued and sold in compliance with all applicable federal and state laws, rules and regulations, including, without limitation, all so-called "Blue-Sky" laws. All of the CBC Common Stock is owned beneficially and of record by Guarantor and all of the CLI Capital Stock is owned beneficially and of record by CBC, in each case free and clear of all Liens except the Security Interests.
Sample 1
Capitalization of Borrowers. The capitalization of each Borrower (expressed both in terms of total number of shares and percentage of each class of stock) is set forth on Exhibit 7.
Sample 1
Capitalization of Borrowers. Authorized Stock Outstanding Stock ---------------- ----------------- Company Common Preferred Common Preferred ------- ------ --------- ------ --------- Harold's Stores, Inc. 25,000,000 Series 2001-A 500,000 6,223,508 Series 2001-A 342,653 Series 2002-A 300,000 Series 2002-A 231,550 Series 2003-A 100,000 Series 2003-A 56,742 Series 2006-A 100,000 Series 2006-A 25,000(1) Harold's Financial Corporation 20,000 180,000 20,000 180,000 Harold's Direct, Inc. 50,000 N/A 50,000 N/A Harold's Limited Partners, Inc. 50,000 N/A 500 N/A Harold's DBO, Inc. 50,000 N/A 1,000 N/A HSTX, Inc. 50,000 N/A 1,000 N/A Harold's of Jackson, Inc. 50,000 50,000 00,000 50,000 The Corner Properties, Inc. 50,000 N/A 50,000 N/A Harold's of Texas, Inc. 25,000 N/A 10,000 N/A a/k/a Southcoast Plaza, Inc. Harold's of White Flint, Inc. 10,000 N/A 10,000 N/A Harold's Stores of Texas, L.P.- owned by HSTX, Inc. (1%) and Harold's Limited Partners, Inc. (99%)
Sample 1
Capitalization of Borrowers. Schedule 5.1(b) hereto sets forth (i) for each corporate Borrower (other than Genesis), (A) the authorized capitalization, (B) the names of the owners (indicating whether they are Borrowers) of the outstanding capital stock, (C) the number and class of shares issued to each such owner and (D) the percentage of outstanding shares of each class of capital stock owned by each such owner, and (ii) for each Borrower which is a partnership, (A) the names of the owners (indicating whether they are Borrowers) of the outstanding equity thereof and (B) the percentage ownership interest of, and type of equity issued to, each such owner. The outstanding equity of each Borrower has been duly authorized and validly issued. All capital stock is fully paid and nonassessable. Each Borrower owns beneficially and of record and has good title to all equity indicated as being owned by it on said Schedule 5.1(b), free and clear of any Lien, except for Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, as contemplated by the Loan Documents and other Permitted Liens. There are no options, warrants, calls, or similar rights relating to equity of the Borrowers. No Excluded Subsidiary has any equity interest in any Borrower.
Sample 1
Capitalization of Borrowers. The following table sets forth the authorized capital Stock of each Borrower, by class, and a description of the number of shares of each such class that are issued and outstanding, in each case as of the Closing Date. Wabash National Corporation Common Stock 68,521,401 200,000,000 Preferred Stock - 25,000,000 Wabash National, L.P. N/A N/A N/A Wabash Wood Products, Inc. Common Stock 100 100 Transcraft Corporation Common Stock 915 3,000 Preferred Stock - 17,000 Wabash National Trailer Centers, Inc. Common Stock 100 400 Preferred Stock - 100 Wabash National Corporation also had 1,988,829 stock options outstanding as of May 31, 2011. Wabash National, L.P. N/A N/A Wabash National Corporation** and Wabash National Trailer Centers, Inc.* N/A Wabash Wood Products, Inc. Common Stock 100 Wabash National Corporation 100 Transcraft Corporation Common Stock 915 Wabash National 3,000 Preferred Stock - Corporation 17,000 Wabash National Trailer Centers, Inc. Common Stock 100 Wabash National 400 Preferred Stock - Corporation 100 WNC Receivables Management Corp. Common Stock 100 Wabash National Corporation 100 WNC Receivables, LLC N/A N/A Wabash National Trailer Centers, Inc. and Wabash National, L.P. N/A Wabash Financing LLC N/A N/A Wabash National Corporation N/A Cloud Oak Flooring Company, Inc. Common Stock 890 Wabash National Corporation 1,000 Wabash National Manufacturing, L.P. N/A N/A Wabash National Corporation* and Wabash National Trailer Centers, Inc.** N/A Wabash National Services, L.P. N/A N/A Wabash National Trailer Centers, Inc.* and Wabash National , L.P.** N/A FTSI Distribution Company, L.P. N/A N/A Wabash National Corporation** and Wabash National Trailer Centers, Inc.* N/A National Trailer Funding, L.L.C. N/A N/A Wabash National Trailer Centers, Inc. N/A Continental Transit Corporation Common Stock 100 Wabash National Corporation 100 * Indicates a general partner ** Indicates a limited partner There are no subscriptions, options, warrants, or calls relating to any shares of Borrowers’ Subsidiaries’ capital Stock. Wabash National Corporation DE Wabash National, L.P. DE Wabash Wood Products, Inc. AR Transcraft Corporation DE Wabash National Trailer Centers, Inc. DE WNC Receivables Management Corp. DE WNC Receivables, LLC DE Wabash Financing LLC DE Cloud Oak Flooring Company, Inc. AR Wabash National Manufacturing, L.P. DE Wabash National Services, L.P. DE FTSI Distribution Company, L.P. DE National Trailer Funding, L.L.C. DE Continental Transit Corporation I...
Sample 1
Capitalization of Borrowers. The outstanding equity of each Borrower has been duly authorized and validly issued. All capital stock is fully paid and nonassessable. J & J owns directly or indirectly through other Borrowers, all of the capital stock of each other Borrower. There are no options, warrants, calls, or similar rights relating to equity of the Borrowers.
Sample 1

Related to Capitalization of Borrowers

  • Organization of Borrower The Borrower is a corporation duly formed and existing under the laws of the state where organized.

  • Condition of Borrowers Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Location of Borrower The Borrower's place of business (or, if the Borrower has more than one place of business, its chief executive office) is located at the address listed under the Borrower's signature on this Agreement.

  • Condition of Borrower Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Capitalization of Parent (a) The authorized capital stock of the PARENT consists of the classes of securities, and the number of shares of each such class authorized, issued and outstanding, and the outstanding Common Stock Warrants (and their respective (a) All of the issued and outstanding shares of capital stock of the PARENT ------ have been duly authorized and validly issued, are fully paid and non-assessable and were validly offered, issued, sold, and delivered by. Upon consummation of the Merger, the shares of PARENT Common Stock to be issued in exchange for TARGET Capital Stock in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. PARENT has no liability (or potential liability) to any Person for any dividends that have been declared or accrued and remain unpaid. (b) Except as set forth in Schedule 4.2(b), there are no outstanding --------------- rights, options or warrants to acquire capital stock of PARENT, or convertible securities convertible or exchangeable into Capital Stock of PARENT (sometimes herein collectively referred to as "Common Stock Warrants") as of December 31, 2003. No Common Stock Warrants have been, or will be issued by PARENT after December 31, 2003 without the consent of TARGET. (c) Except as set forth in Schedule 4.2(c), (i) there are no ---------------- outstanding or existing proxies, voting agreements, voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other rights, understandings or arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of PARENT's outstanding stock or other securities or to the conversion of any shares of capital stock of PARENT in the Merger pursuant to any agreement or obligation to which PARENT or any of its stockholders is a party; and (ii) PARENT has not granted or agreed to grant to any person or entity any rights (including piggyback registration rights) to have any capital securities of PARENT, including, without limitation, any Common Stock Warrants or any securities underlying the same, registered with under the Securities Act or any other Law. (d) Except as set forth in Schedule 4.2(d), no Common Stock Warrants of --------------- PARENT (i) are subject to acceleration or automatic vesting as a result of the occurrence of the Merger, or (ii) contain any provision accelerating the vesting of the right to exercise, exchange or convert the same upon a merger or consolidation involving PARENT, an issuance or sale of PARENT Capital Stock, any sale of all or substantially all of PARENT's assets or any business combination or similar transactions involving or causing a change of control of PARENT. (e) Except as set forth on Schedule 4.2(e), PARENT owns all of the --------------- issued and outstanding capital stock of its Subsidiaries, free and clear of all Liens. (f) The authorized capital stock of Acquisition Corp. consists of the classes of securities, and the number of shares of each such class authorized, issued and outstanding, as are set forth on Schedule 4.2(f). All of the issued --------------- and outstanding shares of capital stock of Acquisition Corp. have been duly authorized and validly issued, are fully paid and non-assessable.

  • Adjustments of Borrowings upon Effectiveness of Increase On the Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans (if any) of the affected Class in full, (B) simultaneously borrow new Loans of such Class hereunder in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their commitments of such Class as so increased.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ____________________

  • Cooperation of Borrower If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.

Most Referenced Clauses

Most Referenced Definitions