Capitalization of the Borrower Sample Clauses

Capitalization of the Borrower. On the Third Amendment Effective Date, the capitalization of the Borrower will be as set forth on Schedule 6.12(a) hereto. The Capital Stock of the Borrower has been duly authorized and validly issued. Except as set forth on Schedule 6.12(a), no authorized but unissued or treasury shares of Capital Stock of the Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of the limited liability company agreement of the Borrower in effect on the Third Amendment Effective Date has been delivered to the Administrative Agent. Except as set forth on Schedule 6.12(a), the Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims or any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock. Neither the Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence. As of the Third Amendment Effective Date, all of the issued and outstanding shares of Capital Stock of the Borrower are owned of record by the stockholders as set forth on Schedule 6.12(a) hereto.

Capitalization of the Borrower. As of the date of this Agreement, the authorized capital stock of the Borrower consists of 529,295 shares of common stock, par value $0.01 per share, of which 273,742 shares are issued and outstanding. All such outstanding shares of Stock are fully paid and nonassessable.

Capitalization of the Borrower. On the Effective Date, the capitalization of the Borrower will be as set forth on Schedule 6.12(a) hereto. The Capital Stock of the Borrower has been duly authorized and validly issued. Except as set forth on Schedule 6.12(a), no authorized but unissued or treasury shares of Capital Stock of the Borrower are subject to any option, warrant, right to call or commitment of any kind or character. A complete and correct copy of the limited liability company agreement of the Borrower in effect on the Effective Date has been delivered to the Administrative Agent. Except as set forth on Schedule 6.12(a), the Borrower does not have any outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims or any character relating to any of its Capital Stock or any stock or securities convertible into or exchangeable for any of its Capital Stock. Neither the Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence. As of the Effective Date, all of the issued and outstanding shares of Capital Stock of the Borrower are owned of record by the stockholders as set forth on Schedule 6.12(a) hereto.

Capitalization of the Borrower. The Agents shall have reviewed all of the documents relating to the capitalization of the Borrower, which documents and capitalization shall be in form and substance satisfactory to each of the Agents.

Capitalization of the Borrower. (a) The authorized capital stock of Borrower and the issued and outstanding shares of the capital stock of Borrower, as of the date hereof is as set forth on Schedule 10.3.3(a), and there will be no change in the capitalization of the Borrower prior to the Conversion, except as otherwise permitted pursuant to Section 4.2.25 of this Agreement. (b) Except as contemplated by this Agreement or as otherwise set forth on Schedule 10.3.3(a), there are no (i) outstanding warrants, options, agreements, convertible securities or other commitments or instruments pursuant to which Borrower is or may become obligated to issue or sell any shares of its capital stock or other securities or (ii) preemptive or similar rights to purchase or otherwise acquire shares of the capital stock or other securities of Borrower pursuant to any provision of law, Borrower’s organizational documents or any contract, “shareholders’ rights plan”, “poison pill” or similar plan, arrangement or scheme to which Borrower is a party. (c) All shares of the capital stock and other securities issued by Borrower have been issued in transactions in accordance with applicable foreign, state and federal Laws and regulations governing the sale and purchase of securities.

Capitalization of the Borrower. The capitalization of ------------------------------ Holdco and of the Borrowers as of the date of the First Amendment is as set forth on Exhibit F attached to the First Amendment, including --------- the identity of each Stockholder and the number of shares of stock of each Stockholder. Holdco owns all of the issued and outstanding capital stock of CTC-Del, and CTC-Del owns all of the issued and outstanding capital stock of CTC-PR. All of the issued and outstanding shares of capital stock of each Borrower have been duly and validly issued and are fully paid and nonassessable. All of the authorized, issued and outstanding shares of capital stock of each Borrower are free and clear of any Liens, except as disclosed on Exhibit F attached to the First Amendment, and except for the Lien in --------- favor of the Agent. None of such capital stock 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 on such Exhibit F, --------- as of the date of the First Amendment, neither Borrower has 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, stockholders agreement, partnership agreement or otherwise, any capital stock or other equity securities or securities convertible into shares of capital stock or other equity securities.

Capitalization of the Borrower. The authorized Capital Stock, the par value thereof and the amount of such authorized Capital Stock issued and outstanding for each of the Borrower and its Subsidiaries as of the Effective Date are set forth on Schedule 5.

Capitalization of the Borrower. On or before the Closing Date: (i) the Senior Note Documents shall have been entered into and the Borrower shall have received net proceeds of the Senior Notes on the Closing Date (net of any original-issue-discount, bankers’ fees and the proceeds to be deposited into the Escrow Account) in an aggregate amount of not less than $521,686,400; and (ii) the aggregate proceeds of the Senior Notes, the deemed issuance of the Existing L/Cs under this Agreement and available cash of the Loan Parties shall be sufficient to refinance all existing Indebtedness under the Existing Credit Facilities and to pay the Transaction Costs.

Capitalization of the Borrower. The authorized Capital Stock of the Borrower consists of 5,000,000 shares of Common Stock, no par value (the "COMMON STOCK"), of which, as of the date hereof, 1,626,138 shares are outstanding and no shares are held in the Borrower's treasury, and 2,000,000 shares of preferred stock of which, as of the date hereof, 1,364,085 shares are outstanding and no shares are held in the Borrower's treasury. All outstanding shares of Capital Stock of the Borrower have been validly issued and are fully paid and nonassessable, and no shares of Capital Stock of the Borrower are subject to, nor have any been issued in violation of, preemptive or similar rights. Except as set forth on SCHEDULE 3.14, all issuances, sales, and repurchases by the Borrower of shares of its Capital Stock have been effected in compliance with all Applicable Laws, including without limitation applicable federal and state securities laws. As of the date hereof, an aggregate of 244,757 shares of Common Stock of the Borrower are reserved for issuance and are issuable upon the exercise of stock options granted under the Borrower's stock option plan (such options currently outstanding are to purchase a total of 225,180 shares of Common Stock); furthermore, an aggregate of 502,905 shares of Common Stock of the Borrower are reserved for issuance and are issuable upon the exercise of outstanding warrants (subject to certain anti-dilution provisions applicable thereto); furthermore, an aggregate of 20,130 shares of Common Stock are reserved for issuance and are issuable upon the conversion of outstanding convertible notes. Except as disclosed above in this SECTION 3.4, there are outstanding (i) no shares of Capital Stock or other voting securities of the Borrower, (ii) no securities of the Borrower convertible into or exchangeable for shares of Capital Stock or other voting securities of the Borrower, (iii) no options or other rights to acquire from the Borrower, and no obligation of the Borrower to issue or sell, any shares of capital stock or other voting securities of the Borrower or any securities of the Borrower convertible into or exchangeable for such capital stock or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings, or other similar rights of or with respect to the Borrower. There are no outstanding obligations of the Borrower or any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing shares, securities, options, equity equivalents, ...

Capitalization of the Borrower. As of the Closing Date, the capitalization of the Borrower shall be 10 common shares issued and outstanding. All outstanding shares of the Borrower have been duly authorized by all necessary corporate action. All outstanding shares of the Borrower are validly issued and shall be free and clear of all Liens, and the issuance of the outstanding shares has not been or will not be, as the case may be, subject to preemptive rights in favor of any Person and will not result in the issuance of any additional shares of the Borrower or the triggering of any antidilution or similar rights contained in any options, warrants, debentures or other securities or agreements of the Borrower.