Capitalization of the Company and the Subsidiary Sample Clauses

Capitalization of the Company and the Subsidiary. 5.2.1. The authorized capital stock of the Company consists of 10,000,000 shares of common stock, no par value per share, of which 1,276,279 shares are issued and outstanding. The Purchased Shares (a) constitute all of the issued and outstanding shares of capital stock of the Company, (b) are validly authorized and issued, fully paid, and nonassessable, and (c) are, and at the Closing will be, owned beneficially and of record entirely by Seller. No Purchased Shares were issued in violation of any preemptive, first refusal or other subscription rights of any shareholder of the Company or any other Person, and, to the knowledge of Seller, all Purchased Shares were offered and sold in compliance with all applicable federal, state and provincial securities Laws. There are no outstanding options, warrants, calls, commitments or plans by the Company to issue any additional shares of its capital stock, or to pay any dividends on such shares, or to purchase, redeem or retire any outstanding shares of its capital stock, nor are there outstanding any securities or obligations which are convertible into or exchangeable for any shares of capital stock of the Company. There are no stock appreciation rights, phantom stock or similar rights in existence with respect to the Company. No Person other than Seller owns or otherwise has any rights to any equity securities of the Company. 5.2.2. The Company owns one hundred percent (100%) of the issued and outstanding equity interests in the Subsidiary. All of such issued and outstanding equity interests were duly authorized for issuance and were not issued in violation of any preemptive, first refusal or other subscription rights, and, to the knowledge of Seller, all equity interests in the Subsidiary were offered and sold in compliance with all applicable federal, state and provincial securities Laws. There are no outstanding options, warrants, calls, commitments or plans by the Subsidiary to issue any additional equity interests, or to pay any dividends on such equity, or to purchase, redeem or retire any outstanding equity interests, nor are there outstanding any securities or obligations which are convertible into or exchangeable for any equity interest in the Subsidiary. No Person other than the Company owns or otherwise has any rights to any equity interests in the Subsidiary. 5.2.3. Neither the Company nor the Subsidiary owns, directly or indirectly, any capital stock or other equity interest in any corporation, partner...
Sample 1
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Capitalization of the Company and the Subsidiary. Subject to ------------------------------------------------ Article 8, the Company's and the Subsidiary's capitalization is as set forth in Exhibit D. Vertex is the record, legal and beneficial owner of 75,417 shares of issued and outstanding shares of capital stock of the Company and the other shareholders listed on Exhibit E are the record owners of 37,047 issued and outstanding shares of capital stock of the Company. The Company is the record, legal and beneficial owner of all of the issued and outstanding capital stock of the Subsidiary. Neither Vertex, the Company nor the Subsidiary has any agreement, commitment, obligations, absolute or contingent, to any other person to sell, transfer, assign, encumber, restrict or pledge any capital stock of the Company or the Subsidiary, or to sell, transfer, encumber, restrict or pledge any assets, income, revenues, rights, claims or authorizations of the Company or the Subsidiary, or to sell, assign, transfer or restrict any capital stock of the Company or the Subsidiary or to effect any merger, consolidation or other reorganization of the Company or the Subsidiary or to enter into any agreement with respect thereto, except as contemplated by this Agreement.
Sample 1
Capitalization of the Company and the Subsidiary. (a) The Company has a registered share capital of SEK 650,000, divided into 1,000,000 shares, each with a nominal value of SEK 0.65. The Company has issued: (i) 1,000,000 registered shares in the Company and (ii) the Unwire Convertible Securities. In addition, 805,900 shares in the Company, each with a nominal value of SEK0.65, have been subscribed for and paid for with SEK5,375,353, but have not been distributed or recorded in the Company's share register or with the Swedish Patent and Registration Office. The Sellers constitute all of the holders of the Unwire Securities (i.e., holders of all registered and unregistered shares, convertible debt instruments, debt instruments with subscription rights for new shares and subscription rights for new shares). Each Seller has good and marketable title to its Unwire Securities and all rights pertaining thereto, and each Seller owns its Unwire Securities free and clear of all Liens. The Sellers are the owners of, and have good and marketable title to, all rights against the Company in case the registration of the unregistered Unwire Shares and the Unwire Securities or the execution and conversion thereof into shares should not be registered by the Swedish Patent and Registration Office, free and clear of all Liens. The Unwire Securities constitute all issued and outstanding securities of the Company. Except as set forth in this Section 4.02(a), neither the Company nor any Seller has resolved to issue, granted or issued to any Person any option or right to acquire any shares in the Company or any security convertible into or exchangeable for and giving a right to purchase any Unwire Securities or any other shares in the Company or securities of the Company. All Unwire Securities have been paid in full. No Person has, nor will any Person have on the Closing Date, any right or claim with respect to any Unwire Securities or any shares in the Company, whether registered or unregistered. No Seller and no other Person has, or will claim, any right whatsoever to any payment from the Company, including payment of principal and/or interest, on the Unwire Convertible Securities and no such payments have been made since December 31, 1999, with the exception of one or more payments in an aggregate amount not exceeding the annual interest rate on the Unwire Subscription Rights of six percent. (b) The Subsidiary has a registered share capital of SEK 100,000, divided into 1,000 shares, each with a nominal value of SEK100. The Co...
Sample 1

Related to Capitalization of the Company and the Subsidiary

  • RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Capitalization of the Company and its Subsidiaries The Company's authorized capital stock consists solely of (a) 20,000,000 shares of common stock, $0.05 par value per share ("Company Common Stock"), and (b) 10,000,000 shares of preferred stock, $1.00 par value per share ("Company Preferred Stock"). As of October 31, 1997, (i) 3,891,981 shares of Company Common Stock were issued and outstanding, (ii) 201,385 shares of Company Common Stock were issuable upon the exercise of outstanding options, an additional 230,749 shares of Company Common Stock were issuable upon the exercise of options that are not currently outstanding but are reserved for issuance upon the designation of optionees by the Board of Directors of the Company and 154,175 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. Since October 31, 1997, except as disclosed in Section 4.4 of the Company Disclosure Schedule, the Company has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of capital stock of the Company and each Subsidiary is duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Company SEC Documents (as defined in Section 4.7) or in Section 4.4 to the Company Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company or either Subsidiary of any securities of the Company or either Subsidiary, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company or either Subsidiary; and neither the Company nor either Subsidiary has any obligation of any kind to issue any additional securities or to pay for securities of the Company or either Subsidiary or any predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Company Common Stock.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

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