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 3,000 shares of common stock, no par value per share, of which 100 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.
Sample 1
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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.
Sample 1
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

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 The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

  • Reorganization of Company and Subsidiaries The existence of the Restricted Stock shall not affect in any way the right or power of Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the shares of Restricted Stock or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • 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 (a) The authorized capital stock of the Company consists of: (i) 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, no shares of which are outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of May 21, 1999, 5,176,485 Shares were issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • 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:

  • Agreements of the Company and the Guarantors The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:

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