Capitalization of the Acquired Companies. (a) The Shares are duly authorized, validly issued, fully paid and nonassessable, and will be transferred, conveyed, assigned and delivered to Purchaser at the Closing, free and clear of all Encumbrances (other than any Encumbrances arising under the Organizational Documents of the Acquired Companies, the Debt Agreements, or applicable securities Laws, in each case, other than as a result of any violation thereof). The Shares were not issued in violation of any Law or any Organizational Document of any of the Acquired Companies, and each of AEP and AEP TransCo has good and valid title to, and ownership, of record and beneficially, of, all of the Kentucky Power Shares and the Kentucky TransCo Shares, respectively. The Shares represent all of the issued and outstanding shares of capital stock and all of the issued and outstanding equity interests of the Acquired Companies. The Kentucky Power Shares are represented by one share certificate and, as of the Effective Date, none of the Kentucky TransCo Shares are represented by any share certificate.
(b) Except for the Shares, there are no shares of common stock, preferred stock or other equity interests of the Acquired Companies issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the issued or unissued share capital or other equity ownership interest in the Acquired Companies or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Acquired Companies, and no securities evidencing such rights are authorized, issued or outstanding. The Acquired Companies have no outstanding bonds, debentures, notes or other obligations, and are not subject to any Contracts, that provide the holders thereof or any other Person the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or equityholders of either of the Acquired Companies on any matter.
Capitalization of the Acquired Companies. (a) The entire authorized capital stock of the Company consists of One Thousand (1,000) shares of the Company’s Common Stock, of which, as of the date of this Agreement, One Thousand (1,000) Shares are issued and outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and non-assessable, have not been issued in violation of any preemptive rights, and were issued in compliance with all Applicable Laws. Section 3.04(a) of the Disclosure Schedules accurately sets forth, as of the date of this Agreement, the name of each Person that is the record owner as reflected in the stock records of the Company of any shares of Common Stock and the number of such shares so owned by such Person, and such shares are owned by each such Person free and clear of all Liens (other than Permitted Liens). Other than as set forth in Section 3.04(b) of the Disclosure Schedules, the number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding capital stock or voting securities of the Company.
(b) As of the date hereof, except as described in Section 3.04(b) of the Disclosure Schedules, there are no outstanding options, warrants or other rights of any Person to acquire any Shares or any other equity securities of, or any equity interests in, the Company or its Subsidiaries, or securities exercisable or exchangeable for, or convertible into, equity securities of, or equity interests in, the Company or its Subsidiaries (“Company Convertible Securities”). Active 37496756.2 25 (c) Section 3.04(c) of the Disclosure Schedules sets forth a true and complete list of the name and jurisdiction of organization of the Acquired Companies and, with respect to each Company Subsidiary, its authorized and issued and outstanding equity interests. Except as set forth in Section 3.04(c) of the Disclosure Schedules, no Acquired Company owns any equity securities of or interests in any Person other than another Subsidiary of the Company.
Capitalization of the Acquired Companies. To the knowledge of the Company, all of the outstanding shares of capital stock of each of the Acquired Companies have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any pre-emptive or similar rights and, upon consummation of the transactions contemplated by this Agreement and the Merger Agreement, the Company will acquire, directly or indirectly, good and valid title to all of the issued and outstanding shares of capital stock or other equity interests of each of the Acquired Companies free and clear of any security interest, lien, encumbrance, claim or equity, except as provided in the Merger Agreement, as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Capitalization of the Acquired Companies. The authorized and issued capital stock (or equivalent equity interests) of each Acquired Company is as set forth on Schedule 3.3. Each of IRR, Ecotrans Technologies, Inc., Necam Holding BV, Teleflex GFI Europe BV and each Selling Subsidiary is the legal and beneficial owner of all of the Acquired Equity Interests, as applicable, set forth opposite its name on Schedule 3.3 free and clear of all Liens. Teleflex Ecotrans (a Direct Acquired Company) is the legal and beneficial owner of the Ecotrans LP GP Interest as set forth opposite its name on Schedule 3.3 free and clear of all Liens and Teleflex GFI (a Direct Acquired Company) is the legal and beneficial owner of the GFI LP GP Interest as set forth opposite its name on Schedule 3.3 free and clear of all Liens. No depositary receipts have been issued with respect to any of the Acquired Equity Interests. The Acquired Equity Interests have been validly issued and are fully paid and non-assessable and are the only equity interests of the Acquired Companies outstanding. Except as set forth on Schedule 3.3, none of the Acquired Equity Interests is subject to any shareholders’ agreements, partnership agreements, operating agreements, voting trusts or proxies, with respect to the voting thereof and there are no outstanding warrants, options, rights, convertible or exchangeable securities or other Contracts (other than this Agreement) pursuant to which a Selling Subsidiary or an Acquired Company is or may become obligated to issue, sell, purchase, return or redeem any equity interests. Except as set forth on Schedule 3.3, no Acquired Company has any subsidiaries or owns any shares of capital stock (or equivalent equity interests) of any other Person. Except as set forth on Schedule 3.3, no Person other than the Seller or a Selling Subsidiary has any right to any distribution from, or calculated on the basis of, any of the Acquired Companies’ profits, income or equity.
Capitalization of the Acquired Companies. (a) The authorized capital stock of SNI Holdco consists of (i) 10,000 Shares of SNI Holdco Common Stock, of which 3,118.46 shares are issued, outstanding, fully paid and nonassessable and (ii) 1,000 shares of preferred stock, $0.001 par value per share, of which none have been issued.
(b) The authorized capital stock of SNI Subsidiary consists of (i) 1,000 shares of common stock, $0.001 par value per share, of which 1,000 shares are issued, outstanding, fully paid and nonassessable and (ii) no shares of preferred stock. As of the Effective Time, SNI Holdco owns, and as of the Closing Date, SNI Holdco shall own, the legal and beneficial title to all of the issued and outstanding capital stock and other securities of SNI Subsidiary.
(c) There are no outstanding options, warrants, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or rights providing for the issuance, disposition or acquisition of any of SNI Holdco’s or SNI Subsidiary’s securities of any type, including the SNI Holdco Shares or any SNI Subsidiary shares, or any rights or interests exercisable therefor.
Capitalization of the Acquired Companies. The current capitalization of each of the Acquired Companies and the current shareholder(s) of each of the Acquired Companies is set forth in Exhibit 3.20
Capitalization of the Acquired Companies. The authorized capital of each Acquired Company is set forth on Schedule 4.5 hereto. All of the issued and outstanding shares of capital stock of Cribewell are owned of record and beneficially by NSMM free and clear of all Encumbrances. All of the issued and outstanding shares of capital stock of each Acquired Company have been duly authorized and are validly issued, fully paid and non-assessable. There are no subscriptions, options, warrants, calls, commitments or other rights of any kind outstanding for the purchase of, nor any securities convertible or exchangeable for shares of an Acquired Company capital stock or other Equity Interests of any Acquired Company.
Capitalization of the Acquired Companies. (a) SWWR GP is the sole general partner of SWWR LP, and the Seller is the sole limited partner of SWWR LP. All of the issued and outstanding GP Interests have been duly authorized and validly issued and are owned beneficially and of record by SWWR GP, free and clear of all Liens. All of the issued and outstanding LP Interests have been duly authorized and validly issued and are owned beneficially and of record by the Seller, free and clear of all Liens. The entire authorized capital of SWWR LP consists of the GP Interests and the LP Interests, and the GP Interests, and the LP Interests are the only issued and outstanding securities or partnership interests of SWWR LP.
(b) The Seller is the sole member of SWWR GP. All of the issued and outstanding Membership Interests have been duly authorized and validly issued and are owned beneficially and of record by the Seller, free and clear of all Liens. The entire authorized capital of SWWR GP consists of the Membership Interests, and the Membership Interests are the only issued and outstanding securities or membership interests of SWWR GP.
(c) SWWR LP is the sole member of Southern Wire. All of the issued and outstanding membership interests of Southern Wire (the “Southern Wire Membership Interests”) have been duly authorized and validly issued and are owned beneficially and of record by SWWR LP, free and clear of all Liens. The entire authorized capital of Southern Wire consists of the Southern Wire Membership Interests, and the Southern Wire Membership Interests are the only issued and outstanding securities or membership interests of Southern Wire.
(d) There are no outstanding or authorized subscriptions, options, warrants, rights (including preemptive rights, conversion rights and exchange rights), calls, convertible securities or other agreements or commitments of any character relating to (i) the GP Interests or the LP Interests obligating SWWR LP to issue any securities of any kind, (ii) the Membership Interests obligating SWWR GP to issue any securities of any kind or (iii) the Southern Wire Membership Interests obligating Southern Wire to issue any securities of any kind. There are no outstanding or authorized phantom securities, profit participation or similar rights with respect to SWWR LP, SWWR GP or Southern Wire. Other than the Partnership Agreement, the Operating Agreement and the Southern Wire Operating Agreement, there are no voting trusts, proxies, or other agreements or understandings with respe...
Capitalization of the Acquired Companies. (a) The authorized capital stock of the Company consists of 650,000,000 shares of which (i) 600,000,000 shares are designated as Common Stock (300,000,000 of which are designated as Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and 300,000,000 of which are designated as Class B Common Stock, par value $0.01 per share (“Class B Common Stock”)) and (ii) 50,000,000 shares are designated as Preferred Stock, par value $0.01 per share (“Preferred Stock”). As of the date of this Agreement, (i) no shares of Class A Common Stock are issued and outstanding, (ii) 57,605,668 shares of Class B Common Stock are issued and outstanding, (iii) no shares of Preferred Stock are issued and outstanding, (iv) Warrants to purchase 10,177,908 shares of Class B Common Stock are issued and outstanding, (v) there were 1,355,669 shares of Common Stock reserved for future issuance under the Equity Incentive Plan, and (vi) there were outstanding 2,389,723 Company RSUs (other than Company PSUs), 3,889,997 Company PSUs (assuming, for Company PSUs granted in 2019, the number of shares of Common Stock underlying such Company PSU that are vested shall be determined as if a VWAP (as defined in the applicable award agreements) of $30.00 had been achieved and, for Company PSUs granted in 2020 and 2021, the number of shares of Common Stock underlying such Company PSU that are earned shall be the applicable target amount (100%)), 26,057 Company RCUs (other than Company PCUs) and 38,707 Company PCUs (assuming, for Company PCUs granted in 2019, the number of shares of Common Stock underlying such Company PCU that are vested shall be determined as if a VWAP (as defined in the applicable award agreements) of $30.00 had been achieved and, for Company PCUs granted in 2020 and 2021, the number of shares of Common Stock underlying such Company PCU that are earned shall be the applicable target amount (100%)). All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and non-assessable and were issued in compliance with all applicable securities laws or exemptions therefrom.
(b) As of the date hereof, except as described in Section 3.04(b) of the Disclosure Schedules and for changes after the date hereof resulting from the settlement of Company RSUs, Company PSUs, Company RCUs or Company PCUs in accordance with the terms of the Equity Incentive Plan and award agreements thereunder or exercise of any Warrants out...
Capitalization of the Acquired Companies. (a) A complete and accurate list of the authorized and outstanding Capital Stock of each Acquired Company as of the date hereof is set forth in Section 4.7(a) of the Sellers Disclosure Letter. All such outstanding Capital Stock is directly or indirectly owned beneficially and of record and free and clear of any Liens (other than any Liens under the ABL Credit Agreement which will be discharged immediately following the Closing or restrictions on transfer under applicable securities Laws) by the applicable members of the Seller Group or an Acquired Company as set forth in Section 4.7(a) of the Sellers Disclosure Letter.
(b) All outstanding Capital Stock of each Acquired Company that is a corporation is duly authorized, validly issued, fully paid and non-assessable and, other than as required by applicable Law, not subject to any pre-emptive rights.
(c) There are no outstanding contractual obligations of any Acquired Company to repurchase, redeem or otherwise acquire, or to dispose of, any Capital Stock of any member of the Seller Group. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Capital Stock of any Acquired Company.
(d) There are no voting trusts, proxies or similar agreements, arrangements or commitments to which any Acquired Company is a party with respect to the voting of any shares of Capital Stock of the Acquired Companies. There are no bonds, debentures, notes or other Indebtedness issued by any Acquired Company that entitle the holder thereof to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) together with stockholders of the applicable member on any matters. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of the Capital Stock of any Acquired Company.
