Capitalization of Newco. Newco has authorized capital stock of 100 shares of common stock, $0.01 par value per share (the "Newco Common Stock"). As of the date of this Agreement, one share of the Newco Common Stock was issued and outstanding and owned beneficially and of record by HC. There are no outstanding rights, warrants, options, subscriptions, agreements or commitments giving anyone any right to require Newco to sell or issue any capital stock or other securities. Newco has no Subsidiaries.
Capitalization of Newco. The authorized capital stock of Newco currently consists of __________ shares of Newco Common Stock, all of which are issued and outstanding and owned beneficially and of record by the Company.
Capitalization of Newco. (a) The parties will seek to capitalize Newco as described in Schedule B attached hereto. Amerigon's capital contribution to Newco shall ---------- consist of (1) the license to Newco of its electric vehicle ("EV") technology on an exclusive basis for the manufacture, distribution, sale and servicing of the Products in the Territory, (2) the contribution in-kind of certain tangible assets (electric vehicles and manufacturing kits as set forth on Schedule A), ---------- and (3) those other assets described in Schedule A attached hereto. Maini's ---------- capital contribution will consist of (1) the homologation certification of the earlier version of the XXXX and any other exemptions/concessions including sales tax and road tax exemptions/concessions, (2) market research and studies for the XXXX, (3) supplier information and test results and (4) cash and in-kind capital contribution as described in Schedule A attached hereto and shall be made at the ---------- times and in the manner specified in Schedule A hereto. CM, Xxx Xxxxxxxxxx and ---------- Xxxxx Xxxx will each receive equity as set forth on Schedule B in the form of a ---------- restricted stock grant for services rendered in the past and future. Such restricted stock will be non-transferable until vested. 30% of such stock for each will vest immediately and the remainder will vest in equal monthly amounts over a three year period from the formation of Newco or earlier upon such person completing providing services to Newco as specified in the Schedule A. Failure to provide ---------- services as contemplated by the Operating Plan will result in a forfeiture of the restricted stock grant. In addition, US$2.67 million is intended to be raised from Investors. A portion of the equity (4.5%) will be reserved for future issuance for purposes including a stock option plan (which may not exceed 2% of the total capital), raising additional capital, and issuance to employees in exchange for salary reductions (for such purpose, at a price of 50% of the then fair market value of the equity). Except as set forth in the preceding sentence, all future non-cash contributions shall be valued at fair market value or other mutually agreeable valuation method.
Capitalization of Newco. The authorized capital stock of Newco consists of 20,000,000 shares of Newco Common Stock, no shares of which are issued and outstanding, and 1,000,000 shares of preferred stock, $0.01 par value, no shares of which are issued and outstanding. Except as set forth in Section 7.3 of the Disclosure Schedule, there are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating Newco to issue any additional shares of its capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of its capital stock. As of the Closing after giving effect to the capital stock issuances set forth in Sections 1.2(b) and 2.3, Newco will have 10,000,000 shares of Newco Common Stock issued and outstanding, all of which will be validly issued, fully-paid, non-assessable and free and clear of any Liens (other than those arising by virtue of the Stockholders Agreement).
Capitalization of Newco. On the Closing Date, immediately following the transactions described in Section 2.2 and immediately prior to the transaction described in Section 2.4, WFSG shall cause WFSG Sub to (a) contribute to Newco $102,000,000 in cash and (b) issue to Newco the WFSG Sub Note, and Xxxxxxxx shall guaranty WFSG Sub’s obligations to Newco under the WFSG Sub Note by executing and delivering the note guaranty agreement, attached hereto as Exhibit M (the “Note Guaranty Agreement”).
Capitalization of Newco. NEWCO's authorized capital stock consists of one hundred (100) shares of Common Stock, $0.01 par value per share, of which zero (0) shares are issued and outstanding, and one hundred (100) shares of Senior Stock, $0.01 par value per share, of which one (1) share is issued and outstanding and owned by the Foundation. Such sole share of Senior Stock is duly authorized, validly issued, fully paid and nonassessable.
Capitalization of Newco. The total number of Membership Interests that NewCo shall have the authority to issue is unlimited. NewCo may issue Common Membership Interests (the “Common Membership Interests”) and Preferred Membership Interests (together with the Common Membership Interests, the “NewCo Membership Interests”). After giving effect to the Closing, (A) 1,400,000 Common Membership Interests will be issued and outstanding, (B) 300,000 Preferred Membership Interests will be issued and outstanding and (C) 300,000 Common Membership Interests will be reserved and available for issuance in connection with conversion of the Preferred Membership Interests to Common Membership Interests. Except as set forth in the previous sentence, as of the Closing Date, no membership interests or other voting securities of or equity interests in NewCo will be issued, reserved for issuance or outstanding and no securities of NewCo or any of its Subsidiaries convertible into or exchangeable or exercisable for membership interests or other voting securities of or equity interests in NewCo will be issued or outstanding. All outstanding NewCo Membership Interests are duly authorized, validly issued, fully paid and nonassessable. As of the Closing Date, the Preferred Membership Interests and Common Membership Interests have the terms and conditions and entitle the holders thereof to the rights set forth in the LLC Agreement and will be free and clear of all Liens. There are no bonds, debentures, notes or other indebtedness of NewCo having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Common Membership Interests may vote (“Voting NewCo Debt”). Except for any obligations pursuant to this Agreement, or as otherwise set forth above in this Section 2.01(b)(ii), there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which NewCo or any of its Subsidiaries is a party or by which NewCo is bound (A) obligating NewCo or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional membership interests or other voting securities of or equity interests in, or any security convertible or exchangeable for any membership interests or other voting securities of or equity interests in, NewCo or any Voting NewCo Debt, (B) obligating NewCo or any of its Subsidiaries to issue, grant or enter into any ...
Capitalization of Newco. 2. The authorized capital stock of Newco-2 consists of 100 shares of common stock, $.01 par value per share, of which 100 shares are duly authorized and validly issued and outstanding, fully paid and nonassessable, all of which are owned of record and beneficially by Newco-1. No shares of capital stock of Newco-2 have been reserved for any purpose. There are no outstanding securities convertible into or exchangeable for the capital stock of Newco-2 and no outstanding options, rights (preemptive or otherwise), or warrants to purchase or to subscribe for any shares of such stock or other securities of Newco-2. There are no outstanding agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of any of the securities of Newco-2.
Capitalization of Newco. (a) NEWCO’s maximum number of authorized shares is 50,000 shares, par value U.S.$1.00 per share. As of the date hereof, there is one (1) share issued and outstanding. Except as set forth above, there are outstanding (i) no shares or other voting securities of NEWCO, (ii) no securities of NEWCO convertible into or exchangeable for shares or other voting securities of NEWCO, (iii) no options, warrants or other rights to acquire from NEWCO (including any rights issued or issuable under a members rights plan or similar arrangement), and no obligations of NEWCO to issue, any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of NEWCO, (iv) no equity equivalents, interests in the ownership or earnings of NEWCO or other similar rights (the shares, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the “NEWCO’s Securities”), and (v) no outstanding obligations of NEWCO to repurchase, redeem or otherwise acquire any of the NEWCO’s Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity.
Capitalization of Newco. 25 5.04 Regulatory Approvals..................................................................25 5.05
