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.
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.
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) 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.
Capitalization of the Companies. (a) As of the date of this Agreement, the authorized and issued capital stock of each of the Companies is as set forth in Section 4.2(a) of the Disclosure Schedule and all shares of such capital stock are validly issued, outstanding, fully paid and non-assessable. None of the Shares have been issued in violation of any preemptive rights. Except as set forth in Section 4.2(a) of the Disclosure Schedule, none of the Companies owns any interest in any corporation, partnership, joint venture or similar entity, including Affiliates of Sellers. Except as set forth in Section 4.2(a) of the Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character obligating any of the Companies or the Cyanamid Companies to issue or sell any shares of capital stock of or other equity interests in any of the Companies, or any securities or obligations convertible into or exchangeable for any shares of capital stock of any of the Companies or other equity interests in any of the Companies obligating any of the Companies or the Cyanamid Companies to grant, extend, or enter into any such right, agreement, arrangement or commitment.
Capitalization of the Companies. Section 3.8 of the Seller’s Disclosure Letter lists as to each Company and Company Subsidiary: (i) if its equity securities are denominated in shares, units or similar interests (A) its authorized capital and (B) the number of issued and outstanding shares, units or interests, as applicable; (ii) any other securities (including securities and other rights convertible into equity interests or other securities of any class or kind) of the Company or Company Subsidiary (collectively with the membership interests, partnership interests, other equity interests and the other securities and rights described in item (i) above, the “Company Securities”); and (iii) the record and beneficial owners of the issued and outstanding Company Securities and the number and percentage of each such class or other category each owns.
Capitalization of the Companies. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 750,000,000 shares of Class A Common Stock; (ii) 1,000 shares of Class B Common Stock; (iii) 1,000 shares of Class C Common Stock; and (iv) 50,000,000 shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”). As of January 7, 2004, there were 48,280,087 shares of Class A Common Stock issued and outstanding, one share of Class B Common Stock issued and outstanding, one share of Class C Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. As of January 7, 2004, there were 14,939,905 shares of Class A Common Stock issuable upon the exercise of issued and outstanding Options. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are held in the treasury of the Company as of the date of this Agreement.
Capitalization of the Companies. (a) The authorized capital stock of Landmark consists of 700,000 shares of Class A Common Stock of Landmark, of which 490,579 are issued and outstanding as of the date of this Agreement, 1,300,000 shares of Class B Common Stock of Landmark, of which 469,751 are issued and outstanding as of the date of this Agreement, and 100,000 shares of Preferred Stock of Landmark, none of which are issued and outstanding. All of the issued and outstanding shares of Landmark Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were not issued or acquired by the holders thereof in violation of any applicable law, agreement or the preemptive rights or other similar rights of any Person. Except for the options to purchase Landmark Common Shares held by the persons set forth on Schedule 3.6(a), Landmark has not granted any outstanding options, warrants, rights, call, “phantom” stock right, stock appreciation right or similar right or other securities convertible into or exchangeable or exercisable for shares of the Landmark Common Stock or other voting securities or equity interests, any other commitments or agreements providing for the issuance of additional shares or other voting securities or equity interests, the sale of treasury shares, or for the repurchase or redemption of shares of Landmark Common Stock or other voting securities or equity interests, and there are no agreements of any kind which may obligate Landmark to issue, purchase, redeem or otherwise acquire any of its capital stock or other voting securities or equity interests or to issue, grant, extend or enter into any such option, warrant, right, call, security, commitment, contract, arrangement or undertaking. Except as set forth on Schedule 3.6(a), no shares of capital stock or other equity interests of Landmark are reserved for issuance or are held as treasury shares. Except for the options to purchase Landmark Common Shares held by the persons set forth on Schedule 3.6(a), neither Landmark, nor any of its Subsidiaries, has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote with the holders of the Landmark Common Stock on any matter.
Capitalization of the Companies. As of the date of this Agreement, the authorized capital stock of each Company and Company Subsidiary is as set forth in Section 3.3 of the Company Disclosure Schedule, which Section sets forth the par value per share (except in the case of Compass Australia), the number of shares issued and outstanding and the owner of such shares and the number of shares held in treasury with respect to each class of stock of each Company and Company Subsidiary. All issued and outstanding shares of capital stock or ownership interests of each Company are validly issued, fully paid and nonassessable and free of preemptive or similar rights. The Shares constitute all of the issued shares in the capital of the relevant Company. There are no outstanding (a) securities convertible into or exchangeable for, directly or indirectly, the capital stock of or ownership interests in any Company or Company Subsidiary; or (b) subscriptions, options, warrants, calls, rights, contracts, commitments, understandings, restrictions or arrangements relating to the issuance, sale, transfer or voting of any shares of capital stock of or ownership interests in any Company or Company Subsidiary.
