Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 2,939,130 shares are issued and outstanding as of the date of this Agreement. As of the Closing Date, the authorized capital of Purchaser will consist of up to 50,000,000 shares of common stock of which the number of issued and outstanding shares will be as described in the Registration Statement. All of the shares of Purchaser Common Stock representing the Consideration to be issued to the Shareholders upon conversion of the Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and non-assessable, free and clear of all Liens. (b) Except for this Agreement and the other Combination Agreements and as disclosed on Schedule 5.2(b), there are no (i) equity interests, profit interests or voting securities in Purchaser, (ii) securities convertible or exchangeable into any equity interest or profit interests of Purchaser, (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating Purchaser to issue, transfer, sell, repurchase, or redeem any Equity Interests of Purchaser, including the Purchaser Common Stock, (iv) outstanding or authorized stock appreciation, phantom, or similar rights with respect to Purchaser, and (v) voting trusts, shareholder agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Purchaser Common Stock or any other equity interests in Purchaser. (c) Except for this Agreement and the other Combination Agreements, there are no Contracts to which Purchaser or is Subsidiaries are a party which require Purchaser or its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except as disclosed on Schedule 5.2(c), Purchaser (i) does not directly or indirectly own, or (ii) have any interest in or right to acquire, any Equity Interests of any other Person. (d) There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of Purchaser.
Appears in 1 contract
Samples: Contribution Agreement (Proficient Auto Logistics, Inc)
Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 2,939,130 shares are issued and outstanding as of the date of this Agreement. As of the Closing Date, the authorized capital of Purchaser will consist of up to 50,000,000 shares of common stock of which the number of issued and outstanding shares will be as described in the Registration Statement. All of the shares of Purchaser Common Stock representing the Consideration to be issued to the Shareholders Seller upon conversion of the Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and non-assessablenonassessable, free and clear of all Liens.
(b) Except for this Agreement and the other Combination Agreements and as disclosed on Schedule 5.2(b4.2(b), there are no (i) equity interests, profit interests or voting securities in Purchaser, (ii) securities convertible or exchangeable into any equity interest or profit interests of Purchaser, (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating Purchaser to issue, transfer, sell, repurchase, or redeem any Equity Interests of Purchaser, including the Purchaser Common Stock, (iv) outstanding or authorized stock appreciation, phantom, or similar rights with respect to Purchaser, Purchaser and (v) voting trusts, shareholder agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Purchaser Common Stock or any other equity interests in Purchaser.
(c) Except for this Agreement and the other Combination Agreements, there are no Contracts to which Purchaser or is its Subsidiaries are a party which require Purchaser or its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except as disclosed on Schedule 5.2(c4.2(c), (a) Purchaser (i) does not directly or indirectly own, or (ii) have any interest in or right to acquire, any Equity Interests of any other Person (b) Purchaser does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person.
(d) There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of Purchaser.
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Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 2,939,130 shares are issued and outstanding as of the date of this Agreement. As of the Closing Date, the authorized capital of Purchaser will consist of up to 50,000,000 shares of common stock of which the number of issued and outstanding shares will be as described in the Registration Statement. All of the shares of Purchaser Common Stock representing the Consideration to be issued to the Shareholders Sellers upon conversion of the Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and non-assessablenonassessable, free and clear of all Liens.
(b) Except for this Agreement and the other Combination Agreements and as disclosed on Schedule 5.2(b4.2(b), there are no (i) equity interests, profit interests or voting securities in Purchaser, (ii) securities convertible or exchangeable into any equity interest or profit interests of Purchaser, (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating Purchaser to issue, transfer, sell, repurchase, or redeem any Equity Interests of Purchaser, including the Purchaser Common Stock, (iv) outstanding or authorized stock appreciation, phantom, or similar rights with respect to Purchaser, Purchaser and (v) voting trusts, shareholder agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the Purchaser Common Stock or any other equity interests in Purchaser.
(c) Except for this Agreement and the other Combination Agreements, there are no Contracts to which Purchaser or is Subsidiaries are a party which require Purchaser or its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except as disclosed on Schedule 5.2(c4.2(c), Purchaser (i) Purchaser does not directly or indirectly own, or (ii) have any interest in or right to acquire, any Equity Interests of any other Person, and (ii) Purchaser does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person.
(d) There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of Purchaser.
Appears in 1 contract
Capitalization of Purchaser. (a) The authorized capital stock of Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 2,939,130 shares are issued and outstanding as of the date of this Agreement. As of the Closing Date, the authorized capital of Purchaser will consist of up to 50,000,000 shares of common stock of which the number of issued and outstanding shares will be as described in the Registration Statement. All of the shares The outstanding Equity Interests of Purchaser Common Stock representing the Consideration to be issued to the Shareholders upon conversion of the Shares(i) have been duly authorized, when issued in accordance with this Agreement, will be duly authorized and (ii) are validly issued, and will be fully paid fully-paid, and non-assessableassessable and are not subject to any voting agreements, free shareholders agreements or similar documents, and clear (iii) were not issued in violation of all Liensany preemptive right, subscription right, right of first refusal, or applicable Law.
(b) Except for this Agreement and the other Combination Agreements and as disclosed on Schedule 5.2(b4.2(b), there are no (i) equity interests, profit interests or voting securities in PurchaserPurchaser or its Subsidiaries, (ii) securities convertible or exchangeable into any equity interest or profit interests of PurchaserPurchaser or its Subsidiaries, (iii) outstanding or reserved for options, warrants, rights, calls, convertible securities, or other Contracts obligating Purchaser or its Subsidiaries to issue, transfer, sell, repurchase, or redeem any Equity Interests of PurchaserPurchaser or its Subsidiaries, including the Purchaser Common Stock, (iv) outstanding or authorized stock appreciation, phantom, or similar rights with respect to PurchaserPurchaser or its Subsidiaries, and or (v) voting trusts, shareholder agreements, registration rights agreements, proxies, or other Contracts or understandings in effect with respect to the voting voting, registration or transfer of any of the Purchaser Common Stock or any other equity interests in Purchaser or its Subsidiaries. The amount of Purchaser Common Stock (or any other Equity Interests of Purchaser) to be reserved or issuable in connection with any and all incentive plans of Purchaser to be effective as of Closing, will not exceed five percent (5%), in the aggregate, of the issued and outstanding Equity Interests of Purchaser, on a fully-diluted basis (inclusive of all such incentive plans), as measured immediately following the consummation of the Combination Agreements, and after giving effect to the IPO.
(c) Except for this Agreement and the other Combination Agreements, there are no Contracts to which Purchaser or is its Subsidiaries are a party which require Purchaser or its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except as disclosed on Schedule 5.2(c), Purchaser (i) does or its Subsidiaries do not directly or indirectly own, or (ii) have any interest in or right to acquire, any Equity Interests of any other Person. Except for the corporations and other entities formed as subsidiaries of Purchaser in connection with the other Combination Agreements, Purchaser does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person.
(d) There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of Purchaser.
(e) Immediately after the consummation of the Combination Agreements, and giving effect to the IPO (assuming an issuance of 13,333,333 shares of Purchaser Common Stock at an IPO Share Price of $15.00), Seller and Owner, in the aggregate, will own (including the Holdback Shares) not less than nine percent (9%) of Purchaser’s Common Stock; provided, that such percentage shall be proportionately adjusted downward to the extent there are any Transaction Expenses payable under this Agreement and/or the Closing Date Indebtedness exceeds the Target Closing Date Indebtedness (and was not satisfied under the Purchase Agreement).
Appears in 1 contract
Samples: Contribution Agreement (Proficient Auto Logistics, Inc)
