Capitalization of the Companies Sample Clauses

Capitalization of the Companies. (a) CMS International owns beneficially and of record the shares of share capital of the Companies set forth in Schedule 4.03 (the "SHARES"). The Shares represent all of the issued and outstanding share capital of the Companies. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Schedule 4.03, (i) the Shares are free and clear of all mortgages, pledges, security interests, liens or encumbrances of any kind and are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof, and (ii) there are no outstanding subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any securities of the Companies or any commitments or agreements of any character obligating Seller or the Companies to issue or transfer any such securities. (b) CMS Alba owns beneficially and of record 19.08334% of the issued and outstanding shares of Alba Associates. CMS EG LDC owns of record 23.45834% of the issued and outstanding shares of Alba Associates and beneficial ownership of such shares is owned as provided in Schedule 4.03. CMS EG LTD owns beneficially and of record 11.45833% of the issued and outstanding shares of Alba Associates. Except as otherwise set forth in the Alba Associates LLC Agreement, the shares of Alba Associates owned by CMS Alba, CMS EG LDC and CMS EG LTD (collectively, the "CMS ALBA ASSOCIATES SHARES") are duly authorized, validly issued, fully paid and nonassessable. Except as otherwise provided in the Alba Associates LLC Agreement or as set forth in Schedule 4.03, (i) the CMS Alba Associates Shares are free and clear of all mortgages, pledges, security interests, liens or encumbrances of any kind and are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof and (ii) there are no outstanding subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any of the CMS Alba Associates Shares or any commitments or agreements of any character obligating Alba Associates to issue or transfer any such securities. (c) Alba Associates owns beneficially and of record 80% of the issued and outstanding shares of Alba Plant LLC (the "CMS ALBA PLANT SHARES"). Except as otherwise set forth in the Alba Plant LLC Agreement, the CMS Alba Plant Shares are duly authorized, v...

Capitalization of the Companies. 2.2.1 The ECS Members own all of the Common Units which, together with the Preferred Units, are all of the outstanding Units of ECS and except for the ECS Options, which are all set forth in Schedule 2.2.1, there are no other outstanding Equity Securities of ECS. Schedule 2.2.1 sets forth the number of Common Units owned by each ECS Member. Schedule 2.2.1 also sets forth for each ECS Option: (i) the per-unit exercise price payable therefor, (ii) the number of Common Units for which such ECS Option is exercisable, (iii) whether the Option Holder is an employee of any Company, and (iv) whether or not any such ECS Option is an “incentive stock option” as such term is defined in the Code. None of the ECS Options is vested or exercisable, and other than the payment of the Option Consideration in accordance with the terms of this Agreement, no Option Holder shall be entitled to any other remuneration or rights as a result of the Contemplated Transactions. Except as set forth in the Merger Option and for the ECS Options, there are no outstanding options, warrants, instruments, rights (including conversion or preemptive rights and rights of first refusal), proxy or member agreements, or other agreements or instruments of any kind, including convertible debt instruments, for the purchase or acquisition from any Company or Member of any of the Equity Securities of any Company. Except as set forth in the New Operating Agreement, no Company or Member is party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any Equity Security of any Company or by a member or manager of any Company. ECS owns of all of the outstanding Equity Securities of the Subsidiaries. 2.2.2 The Indirect Members own all of the outstanding Equity Securities of Force Capital. Xxxxxx Xxxxxxxx and Force Capital own all of the outstanding Equity Securities of FCP Investments. The Indirect Members ownership percentages of Force Capital and Xxxxxx Xxxxxxxx’x and Force Capital’s ownership percentages of FCP Investments are as set forth on Schedule 2.2.2. Except as set forth in Schedule 2.2.2, there are no outstanding options, warrants, instruments, rights (including conversion or preemptive rights and rights of first refusal), proxy or member agreements, or other agreements or instruments of any kind, including convertible debt instruments, for the purchase or acquisition from any Entity Member or any Indirect Member of any of ...

Capitalization of the Companies. (a) The Seller Disclosure Letter sets forth, for each of the Companies, (i) the entire authorized securities of each such Company, and (ii) the number of issued and outstanding securities of each such Company. All of such issued and outstanding securities have been duly authorized, validly issued, are fully paid and nonassessable, have not been issued in violation of any preemptive or similar rights, the Securities Act or other applicable Law, and are owned of record and beneficially by Seller as set forth in the Seller Disclosure Letter, free and clear of any Encumbrances (other than Permitted Encumbrances). There are no other outstanding shares, limited liability company interests, options, warrants, calls, rights or commitments or any other agreements of any character to which a Company or any of its Subsidiaries is a party or by which a Company or any of its Subsidiaries is bound obligating a Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, a Company or any of its Subsidiaries or obligating a Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights for which any Acquired Company has or will have any Liability. (b) The transfer and delivery of the Securities by the Seller to Purchaser as contemplated by this Agreement shall transfer good and valid title to the Securities (and all equity interests in each Subsidiary of the Companies) to Purchaser, free and clear of all Encumbrances, except Permitted Encumbrances and Encumbrances arising as a result of any action taken by Purchaser or any of its Affiliates (other than the Acquired Companies).

Capitalization of the Companies. ‌ (a) Section 4.03(a) of the Company Disclosure Schedules sets forth all of the equity interests authorized, issued and outstanding for the Company, consisting of the Company Units. All of the Company Units have been duly authorized, are validly issued and are owned of record by the respective Company Unit Holders as set forth in Section 4.03(a) of the Company Disclosure Schedules, free and clear of all Encumbrances. No former equity holder of the Company has made a claim or asserted a right against the Company that remains unresolved or to which the Company has or may have any Liability. Upon consummation of the Transactions, the Resulting Issuer shall own, either directly or through its ownership of one or more Qualified Holdcos, all of the Company Units, free and clear of all Encumbrances, other than any transfer restrictions in the Operating Agreement or under applicable securities Laws.‌ (b) All of the Company Units were issued in compliance with applicable Laws. None of the Company Units were issued in violation of any agreement, arrangement or commitment to which the Company or any Company Subsidiary is a party or is subject to or in violation of any preemptive or similar rights of any Company Unit Holder. (c) There are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Company Units to which the Company is a party, except as set forth in Section 4.03(c) of the Company Disclosure Schedules.‌ (d) Section 4.03(d) of the Company Disclosure Schedules sets forth all authorized, issued and outstanding options, warrants (including the [Identifying information redacted] Warrant), convertible securities or other rights, agreements, arrangements or commitments of any character relating to the membership units of the Company, as well as all agreements or arrangements (other than this Agreement) obligating the Company to issue or sell any shares of capital stock or membership units of, or any other interest in, the Company (collectively, the "Company Equity Instruments"). As of the Closing, all of the Company Equity Instruments will have been exercised or converted for Company Units prior to the Closing, extinguished, paid in full or cancelled, with no further obligation of the Company or ParentCo with respect to the Company Equity Instruments. In particular, the [Identifying information redacted] Warrant shall be fully exercised prior to the Closing Time, and the Com...

Capitalization of the Companies. Seller is or at Closing will be the sole member of each Company and each Interest represents or at the Closing will represent 100 percent of the equity ownership, beneficial or otherwise, in the corresponding Company; each Interest is or at Closing will be free and clear of all Encumbrances, and is or at Closing will not be subject to preemptive rights created by statute, either Company’s limited liability company agreement or any agreement to which such entity is a party or by which such entity is bound. There are no options, warrants or other rights or arrangements to acquire from Seller or either Company, or other obligations or commitments of Seller or either Company to issue, any membership interests in such Company. Neither Company has or at Closing will have any Subsidiaries. Upon consummation of the Closing, Seller shall have good and marketable title to the Interests, free and clear of any Encumbrances.

Capitalization of the Companies. (a) The authorized capital stock of PennLife consists of 50,000 PennLife Shares. As of the date hereof, there are 45,946 PennLife Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. The authorized capital stock of PFI consists of 1,000 PFI Shares. As of the date hereof, there are 1,000 PFI Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. The authorized capital stock of ConLife consists of 50,000 ConLife Shares. As of the date hereof, there are 49,998 ConLife Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. The authorized capital stock of Union Bankers consists of 1,360,000 Union Bankers Shares. As of the date hereof, there are 1,334,001 Union Bankers Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. The authorized capital stock of Marquette consists of 2,100,000 Marquette Shares. As of the date hereof, there are 175,000 Marquette Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. The authorized capital stock of Peninsular consists of 7,200,000 Peninsular Shares. As of the date hereof, there are 1,208,599 Peninsular Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. The authorized capital stock of PC-Canada is unlimited. As of the date hereof, there are 100 XX-Xxxxxx Xxxxxx Shares and 100 PC-Canada Preferred Shares issued and outstanding, all of which have been validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive rights. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any Company to issue any additional shares of capital stock or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of capital stock of such Company, (ii) agreements or commitments oblig...

Capitalization of the Companies. (a) The authorized capital stock of each of the Companies consists solely of two hundred (200) shares of common stock, without par value. Manhattan Publishing has issued ten (10) shares (the "Manhattan Shares"), Access has issued (200) shares (the "Access Shares") and West Side has issued one hundred (100) shares (the "West Side Shares"), respectively, of their common stock, all of which are owned by Seller. There are no other issued or outstanding shares of capital stock of any of the Companies. The Manhattan Shares, the Access Shares and the West Side Shares have been duly authorized and validly issued, are fully paid and, except as provided by Section 630(a) of the New York Business Corporation Law, nonassessable, and are free of preemptive rights and Liens imposed by Seller. There are no outstanding subscriptions, convertible securities, options, warrants, subscription calls or other rights or agreements, arrangements or commitments obligating Seller or any Company to issue, reissue, acquire, transfer or sell any of the Companies' capital stock. None of such issued and outstanding shares nor Seller, with respect to the Shares, is the subject of any voting trust agreement or other agreement relating to the voting of the Shares or restricting in any way the sale or transfer of the Shares. The Shares have not been issued in violation of federal securities laws or the securities laws of any other jurisdiction. (b) The delivery of certificates at the Closing representing the Shares in the manner provided in Article III will transfer to Buyer good and valid title to the Shares, free and clear of all Liens other than Liens created or suffered to exist by Buyer or the Subordinated Lenders or as otherwise permitted by this Agreement. (c) No dividends or distributions of any kind or nature have been declared or paid with respect to the Shares that remain unpaid. (d) None of the Companies own any stock or hold an equity interest in any other Person.

Capitalization of the Companies. (a) Exhibit A sets forth a true and correct list of the authorized, issued and outstanding Capital Interests of GAHF Cayman and the Loan Notes as of the date hereof. Except as set forth on Exhibit A, there are no other Capital Interests or other equity securities of GAHF Cayman or Loan Notes authorized, issued, reserved for issuance or outstanding as of the date hereof. There are no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights except as set forth in Schedule 4.05), calls or commitments of any character whatsoever, relating to the Loan Notes or the Capital Interests of, or other equity, beneficial or voting interest in, GAHF Cayman, to which GAHF Cayman or any of GAHF Cayman’s Subsidiaries is a party or is bound requiring the issuance, delivery or sale of Loan Notes or Capital Interests of, or other equity, beneficial or voting interest in, GAHF Cayman. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Loan Notes or Capital Interests of, or other equity, beneficial or voting interest in, GAHF Cayman to which GAHF Cayman or any of GAHF Cayman’s Subsidiaries is a party or is bound. GAHF Cayman has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of GAHF Cayman on any matter. Except as set forth on Schedule 4.05, there are no contracts (other than GAHF Cayman’s Articles of Association and the contracts which constitute the Loan Notes) to which GAHF Cayman or any of GAHF Cayman’s Subsidiaries is a party or by which it is bound to (a) repurchase, redeem or otherwise acquire any Loan Notes or Capital Interests of, or other equity, beneficial or voting interest in, GAHF Cayman or (b) vote or dispose of any Loan Notes or Capital Interests of, or other equity, beneficial or voting interest in, GAHF Cayman. All of the issued and outstanding Loan Notes (other than certain of the Loan Notes issued to Judbury as set forth in Exhibit A, which are not fully paid up as of the date of this Agreement) and Capital Interests of GAHF Cayman as of the date hereof are duly authorized, validly issued, fully paid and non-assessable. (b) Exhibit A sets forth a true and correct list of the...

Capitalization of the Companies. The Stock represents all of the issued and outstanding capital stock of the Companies, has been duly and validly issued and is fully paid and non-assessable. There are no options, warrants or other rights to subscribe for or purchase any capital stock of the Companies or securities convertible into or exchangeable for, or which otherwise confer on the holder any right to acquire, any capital stock of the Companies, nor are the Companies or Seller committed to issue any such option, warrant or other right.

Capitalization of the Companies. (a) Subject to modification pursuant to the last sentence of this clause (a), the authorized capital of the Borrower consists of the following classes of capital stock: 100 shares of non-participating voting ordinary shares, par value $1.00 per share, of which 100 shares are issued and outstanding and which are held by SPI; and 24,000,000 shares of participating non-voting ordinary shares, par value $0.01 per share, of which 13,984,482 shares are issued and outstanding and of which 13,087,040 are held by SPI and 897,542 are held by Enron Papua New Guinea. All such capital stock of the Borrower has been duly authorized and validly issued, and is fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, calls, agreements, preemptive rights, acquisition rights, redemption rights or any other rights or claims of any character that restrict the transfer of, require the issuance of, or otherwise relate to any class of the capital stock of the Borrower. Subject to OPIC’s approval, the authorized and issued share capital of the Borrower may be increased as necessary in order to allow contributions of equity to the Project; the amount of any such increase shall be notified promptly to OPIC in writing. (b) Subject to modification pursuant to the last sentence of this clause (b), the issued share capital of IL consists of 2 ordinary shares, 10 class A ordinary shares, and 499,990 class B ordinary shares. All such issued share capital of IL has been duly authorized and validly issued, and is fully paid and nonassessable. There is no unissued share capital of IL. There are no outstanding subscriptions, options, warrants, calls, agreements, preemptive rights, acquisition rights, redemption rights or any other rights or claims of any character that restrict the transfer of, require the issuance of, or otherwise relate to any class of the issued share capital of IL. All the issued share capital of IL is owned beneficially and of record by the Borrower. Subject to OPIC’s approval, the issued share capital of IL may be increased as necessary in order to allow contributions of equity to the Project; the amount of any such increase shall be notified promptly to OPIC in writing.