Capitalization of the Company and the Subsidiaries Clause Samples
The 'Capitalization of the Company and the Subsidiaries' clause defines the ownership structure and the distribution of equity interests in the company and its subsidiaries at a specific point in time, typically as of the agreement date. It details the number and types of shares or other equity instruments issued and outstanding, and may include information about options, warrants, or convertible securities. This clause ensures that all parties have a clear and accurate understanding of the company's capital structure, thereby reducing the risk of misunderstandings or disputes regarding ownership percentages and potential dilution.
Capitalization of the Company and the Subsidiaries. The issued and outstanding Membership Interests of the Company consists of 6,206,382 Common Units, 762,500 Threshold Common Units, 1,856,308 Incentive Common Units, 1,130,621 Series A-1 Preferred Units and 947,799 Series A-2 Preferred Units, each as defined in the Operating Agreement, all of which are owned of record and beneficially by Sellers, and all such Membership Interests have been duly authorized and validly issued and have not been issued in violation of any Contract to which the Company is bound. Except for the Membership Interests and as set forth in Section 3.03(a) of the Disclosure Letter, there are no equity securities or securities containing any equity features of the Company issued, reserved for issuance or outstanding. Section 3.03(a) of the Disclosure Letter sets forth for each Subsidiary the amount of its authorized capital stock or other comparable equity interests and the record and beneficial owners of its issued and outstanding capital stock or other comparable equity interests. Except as set forth in Section 3.03(a) of the Disclosure Letter, there are no equity securities or securities containing any equity features of any Subsidiary issued, reserved for issuance or outstanding. All the outstanding equity securities of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any Contract to which the Company or any Subsidiary is bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Membership Interests may vote (“Voting Company Debt”). Except as set forth above and in Section 3.03(a) of the Disclosure Letter, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests in, or any security convertible or exercisable for or exchangeable into any equity interest in, the Company or of any Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Subsidiary to issue, grant, extend o...
Capitalization of the Company and the Subsidiaries. (a) The authorized capital stock of the Company consists of 100,000 shares of common stock, no par value, of which 99,210 shares are issued and outstanding, and all of which have been duly authorized and validly issued, are fully paid and non-assessable and were issued in compliance with all applicable federal and state securities Laws and any preemptive rights or rights of first refusal of any Person. The Shares represent the only issued and outstanding shares of capital stock of the Company. There are no outstanding options, warrants, rights, calls or other commitments obligating the Company to issue any additional shares of its capital stock, equity securities or other securities. Except as set forth in Schedule 4.5(a), (i) there are no Contracts relating to the issuance, sale, transfer or voting of any capital stock, equity securities or other securities of the Company and (ii) there is no obligation, contingent or otherwise, of the Company to (A) repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of the Company, (B) provide any Guarantee with respect to the obligations of any other Person or (C) make, after the Closing, any investment in any other Person other than the Subsidiaries (in the form of a loan, capital contribution or otherwise). Except for the Subsidiaries, the Company has no subsidiaries and no Investments.
(b) The Company owns, free and clear of all Liens, a 50.333% general partnership interest in Mt. Holly Al▇▇▇▇▇m Company (the “Company’s Mt. Holly Al▇▇▇▇▇m Company Interest”). Except as set forth in Schedule 4.5(b), there are no Contracts relating to the sale, transfer or voting of the Company’s Mt. Holly Al▇▇▇▇▇m Company Interest.
(c) The Company owns, free and clear of all Liens, limited liability company interests in Mt. Holly Co▇▇▇▇▇e Park representing 50.33% of the capital and 50.333% of the net profits and net losses of Mt. Holly Co▇▇▇▇▇e Park (the “Company’s Mt. Holly Co▇▇▇▇▇e Park Interest”). Except as set forth in Schedule 4.5(c), there are no Contracts relating to the sale, transfer or voting of the Company’s Mt. Holly Co▇▇▇▇▇e Park Interest.
Capitalization of the Company and the Subsidiaries. (a) The Company has issued one hundred (100) shares of common stock, par value $0.01 per share, all of which are duly authorized, validly issued and fully paid up, and are not subject to, nor were they issued in violation of, preemptive rights or rights of first refusal created by statute, the Company Certificate of Incorporation or any Contract to which the Company is a party or by which it is bound. The Shares have been offered, sold and delivered by the Company in compliance with applicable Law. The Shares, along with the Rollover Shares, represent the only issued and outstanding shares of equity of the Company. Except as set forth in Schedule 5.3, there are no (i) outstanding securities convertible or exchangeable into equity interests of the Company, (ii) options, warrants, calls, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell any equity interests of the Company, (iii) stock rights, calls, puts, rights to subscribe, Contracts, agreements, arrangements or commitments of any kind to which the Company or any Subsidiary is a party relating to the sale, redemption or issuance of, or outstanding securities convertible into or exercisable or exchangeable for, any equity of the Company or any of the Subsidiaries or which restrict the transfer of any such equity interests, or (iv) voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound with respect to the voting, transfer or other disposition of its common stock or any other equity interests of the Subsidiaries.
(b) The Subsidiaries are the only subsidiaries of the Company. Neither the Company nor the Subsidiaries own, of record or beneficially, any direct or indirect interest or any right (contingent or otherwise) to acquire the equity interests of any other Person, except the Subsidiaries. All of the outstanding shares of capital stock of, or other equity interests in, the Subsidiaries have been validly issued and are fully paid and (with respect to any shares of capital stock) non-assessable. The Company directly or indirectly owns all issued and outstanding shares of capital stock of, or other equity interests in, the Subsidiaries, free and clear of all Liens other than the Permitted Liens. There are no outstanding options, warrants, calls, subscriptions or other rights with respect to which the Subsidiaries may be obligated to issue ...
Capitalization of the Company and the Subsidiaries. (a) The Company's authorized capital stock consists solely of 3,500,000 authorized shares of Class A Common, of which, 576,306 shares are presently issued and outstanding; 1,250,000 shares of Class B Common, of which, 2,351 shares are presently issued and outstanding; 500 shares of Series A Preferred Stock, of which, 496 shares are presently issued and outstanding; and 1,000,000 shares of Series B Preferred of which, 368,333 shares are presently issued and outstanding, in each case, which shares are held beneficially and of record by the Persons set forth on SCHEDULE 3.5(A) in the amounts set forth opposite such Person's name. No shares of the Company's capital stock are held as treasury shares. As of the date hereof, (i) 138,300 shares of Class B Common are reserved for issuance upon the exercise of all outstanding Common Stock Options for Class B Common, (ii) 130,000 shares of Class A Common are reserved for issuance upon exercise of all outstanding Common Stock Options for Class A Common, (iii) 140,651 shares of Class A Common are reserved for issuance upon the conversion of Class B Common, (iv) 21,251 shares of Series B Preferred are reserved for issuance upon exercise of the Series B Options, and (v) 389,584 shares of Class A Common are reserved for issuance upon the conversion of shares of Series B Preferred. Except as set forth in this Section 3.5(a) or in SCHEDULE 3.5(A), the Company does not have (i) any shares of Common Stock or Preferred Stock reserved for issuance, or (ii) any outstanding or authorized option, warrant, right, call or commitment relating to its capital stock or any outstanding securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from it, any shares of its capital stock. Except as set forth in this Section 3.5(a) or in SCHEDULE 3.5(A), there are no (i) outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company, (ii) authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any of the Subsidiaries or (iii) voting trusts, proxies or other agreements among the Company's shareholders with respect to the voting or transfer of the Company's capital stock except as otherwise set forth in this Agreement. Except as set forth in SCHEDULE 3.5(A), there are no preemptive or other subscription rights with respect to any ...