Capitalization of the Group Companies. (a) The authorized membership interests of the Company consist of an unlimited number of authorized Company Membership Interests. All of the issued and outstanding Company Membership Interests have been duly authorized and validly issued, and, as of the date hereof, are owned of record and beneficially as set forth on Schedule 3.2(a)(i) free and clear of any preemptive rights, restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. As of the Closing Date, the Company Membership Interests will be owned of record and beneficially as set forth on Schedule 3.2(a)(ii) free and clear of any preemptive rights, restrictions on transfer and Liens, in each case other than Qualified Permitted Liens. Except as set forth on Schedule 3.2(a)(i) or Schedule 3.2(a)(ii), there are (x) no other equity securities of the Company, (y) no securities of the Company convertible into or exchangeable for equity securities of the Company, and (z) no agreements, arrangements, or other subscriptions, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights of first refusal, rights (including preemptive rights), commitments, arrangements or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, stock or other equity securities of the Company, or obligating the Company to grant, extend or enter into any such subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement.
(b) Schedule 3.2(b) sets forth the jurisdiction of organization, the authorized capital stock or other equity interests and the number and type of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Company. Except as set forth on Schedule 3.2(b), no Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. Schedule 3.2(b) sets forth the name, owner, jurisdiction of formation or organization (as applicable) and percentages of outstanding equity securities owned, directly or indirectly, by each Group Company...
Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth, as of the Capitalization Time, a true and complete statement of (i) the number and class or series of all of the Equity Securities of each Group Company issued and outstanding and (ii) the identity of the Persons that are the legal and beneficial owners thereof. All of the Equity Securities of each Group Company have been duly authorized and validly issued and are fully paid and non-assessable. The Equity Securities of each Group Company (A) were not issued in violation of the Governing Documents of the Group Companies or any other Contract to which each Group Company is party or bound, (B) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, (C) have been offered, sold and issued in compliance with applicable Law, including Securities Laws and (D) are free and clear of all Liens (other than those existing under the shareholder’s agreement of Bridgeburg, the agreement (and any Liens thereunder) of which shall terminate upon the Closing). None of the Group Companies has outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Group Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Group Company. There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any of the Group Company’s Equity Securities. None of the Group Companies has outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the stockholders of the applicable Group Company on any matter. BP, together with the Bridgeburg Minority Shareholders, own all of the issued and outstanding Bridgeburg Ordinary Shares.
(b) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies are ...
Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Parties Disclosure Schedules sets forth, with respect to VSee, a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities issued and outstanding, together with the date of such issuance, (ii) the identity of the Persons that are the record and beneficial owners thereof and (iii) with respect to each VSee Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions).
(b) Section 3.2(b) of the Company Parties Disclosure Schedules sets forth, with respect to iDoc, a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities issued and outstanding, together with the date of such issuance, (ii) the identity of the Persons that are the record and beneficial owners thereof and (iii) with respect to each VSee Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions).
(c) All of the Equity Securities of each Company Party have been duly authorized and validly issued. All of the outstanding Company Parties Stock is fully paid and non-assessable. The Equity Securities of each Company Party (1) were not issued in violation of the Governing Documents of such Company Party or the Company Parties Stockholders Agreements or any other Contract to which the Company Party is party or bound, (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. Except for the VSee Options set forth on Section 3.2(a) or Section 3.2(b) of the Company Parties Disclosure Schedules, there are no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require a Company Party to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securitie...
Capitalization of the Group Companies. (a) The authorized capital shares of the Company consists of (i) 909,000,000 Company Common Shares of which 98,868,774 shares are issued and outstanding as of the Original Agreement Date, (ii) 11,000,000 Company Class B Shares of which 4,845,984 shares are issued and outstanding as of the Original Agreement Date, (iii) no Company Class C Shares of which no shares are issued and outstanding as of the Original Agreement Date, (iv) 500 Series A Preferred Shares, of which 500 are issued and outstanding as of the Original Agreement Date and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the Original Agreement Date. As of the Original Agreement Date, (i) no Company Common Shares, no Company Class B Shares and no Company Class C Shares are held in the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for issuance under the Company Incentive Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list as of the Original Agreement Date of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicable, the holder, date of grant or issue, exercise price (to the extent applicable), vesting schedule and number and class of Company Capital Shares subject thereto. All of the outstanding Company Capital Shares are, and all Company Capital Shares that may be issued pursuant to any Company Employee Benefit Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and have been offered, issued, sold and delivered by the Company in compliance with all applicable securities Laws. Except as set forth above in this Section 4.2(a), and as set forth in Schedule 4.2(b), as of the Original Agreement Date, there are no outstanding (i) equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company, (iii) bonds, debentures, notes or other indebtedness having voting rights in the Company or (iv) options or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity sec...
Capitalization of the Group Companies. (a) Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement, as of the date hereof, of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding as of the date hereof, and, (ii) the identity of the Persons that are the record owners thereof. Except as set forth on Section 3.2(a) of the Company Disclosure Schedules or for Equity Securities issued or granted after the date hereof either permitted by Section 5.1(b)(iv) (including as set forth in Section 5.1(b)(iv) of the Company Disclosure Schedules), or in accordance with Section 5.1(b)(iv) (including, for the avoidance of doubt, upon the exercise of any Company Options or Company Warrants), the Company does not have any issued and outstanding Equity Securities. All of the outstanding Company Shares have been duly authorized and validly issued and are fully paid and non-assessable, and each Company Option outstanding immediately prior to the Effective Time will be an “in the money” Company Option for purposes of Section 2.5 (i.e., the value of the Transaction Share Consideration allocated to each Company Option (determined by reference to, for the avoidance of doubt, the ENVI Share Value) is in excess of the exercise (or similar) price applicable to such Company Option).
(b) The Equity Securities of the Company (i) were not issued in violation of the Governing Documents of the Company, or in violation of the Company Shareholders Agreement or any other Contract to which the Company is party or bound, (ii) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, and (iii) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. Except for the Company Options, Company Warrants and GPR Notes set forth on Section 3.2(a) of the Company Disclosure Schedules and those either permitted by Section 5.1(b)(iv) (including as set forth in Section 5.1(b)(iv) of the Company Disclosure Schedules), or issued, granted or entered into in accordance with Section 5.1(b)(iv) the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights, options, restricted stock units, phantom stock or other compensatory equity or equity-linked awards, and no such awards have been promised to any Person, or (y) warrants, purchase rights, subscripti...
Capitalization of the Group Companies. (a) The Interests and the Preferred Shares comprise all of the Acquired Companies’ equity interests that are issued and outstanding as of the Effective Date. The Interests and the Preferred Shares have been duly authorized and validly issued, are fully paid and non-assessable, are free and clear of all Liens (other than any Liens that will be released prior to or at Closing) and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar rights. No other (i) equity interests of any Acquired Company, (ii) interests of any Acquired Company convertible into or exchangeable for equity interests of any Acquired Company or (iii) options or other rights to acquire from any Acquired Company equity interests of any Acquired Company are outstanding, and there are no obligations of any Acquired Company to issue or sell any of the foregoing, that will not be extinguished prior to or at the Closing.
(b) Each Acquired Company is the direct or indirect sole record and beneficial owner of all equity interests that are issued and outstanding of its Subsidiaries (the “Subsidiary Interests”). Each Subsidiary of an Acquired Company is set forth opposite such Acquired Company’s name on Section 3.2(b) of the Disclosure Schedules. The Subsidiary Interests have been duly authorized and validly issued, are fully paid and nonassessable, are free and clear of all Liens, and were not issued in violation of any rights of first refusal, rights of first offer, preemptive rights or similar right. No other (i) equity interests of any Subsidiary of an Acquired Company, (ii) interests of any Subsidiary of an Acquired Company convertible into or exchangeable for equity interests of any Subsidiary of an Acquired Company or (iii) options or other rights to acquire from any Group Company equity interests of any Subsidiary of an Acquired Company are outstanding, and there are no obligations of any Group Company to issue or sell any of the foregoing.
(c) None of the Group Companies directly or indirectly owns any (i) equity interests in any other Person other than as set forth on Section 3.2(c) of the Disclosure Schedules, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person.
(d) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of any Acquired Company or any of its Subsidiaries in excess o...
Capitalization of the Group Companies. (a) The entire authorized capital stock of the Company consists of 10,000 shares of Common Stock. The Shares comprise all of the Company’s issued and outstanding capital stock, were duly authorized and validly issued, and are fully paid and non-assessable. The Shares are not subject to, nor were they issued in violation of, any preemptive rights and the Shares were issued in compliance with applicable federal and state securities laws. There are no outstanding (i) other equity securities of the Company, (ii) securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company, (iii) Contracts defining the rights of security holders of the Company or any Contract relating to the voting of any shares of capital stock or other ownership interests of the Company, other than pursuant to its Governing Documents; or (iv) options, subscriptions, warrants, conversion rights or Contracts of any kind outstanding or other rights to acquire from the Company or obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company. At the Closing, Seller will deliver to Buyer the Shares, free and clear of all Liens (other than restrictions on transfer imposed by applicable federal, state and other securities laws), and no Person has any right to acquire any other equity securities of the Company or the right to payment in respect of the value of any equity security of the Company.
(b) Except as set forth on Schedule 3.2, no Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any Person. Schedule 3.2 sets forth the name, owner, jurisdiction of formation or organization (as applicable), authorized and issued and outstanding amounts of capital stock, and percentages of outstanding equity securities owned, directly or indirectly, by each Group Company, with respect to each Person of which such Group Company owns, directly or indirectly, any equity or equity-related securities. All outstanding equity securities of each Subsidiary of the Company have been duly authorized and validly issued, are free and clear of any preemptive rights (except to the extent provided by applicable law and other than such rights as may be held by any Group Company), restrictions on transfer (other than restrictions under applicable federal, state...
Capitalization of the Group Companies. (a) The outstanding shares of capital stock or equity interests of each of the Group Companies (other than the Company) (i) have been duly authorized and issued and are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Group Company, and (2) any other applicable Contracts to which such Group Company is a party or otherwise bound governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Group Company or any Contract to which such Group Company is a party or otherwise bound; and (iv) except as provided under Section 4.6(a)(1) of the Company Disclosure Letter, are free and clear of any Liens other than Permitted Liens. Section 4.6(a)(2) of the Company Disclosure Letter describes the capitalization of each of the Group Companies of the Company. Regarding Group Companies that are trusts, Section 4.6(a)(2) of the Company Disclosure Letter contains a true and complete list of (i) all parties acting as settlors, beneficiaries and trustees of such trust, and (ii) any other party having a Lien, right, option or similar with regards to the assets that are part of the trust estates. There are no outstanding contributions for future capital increases (aportaciones para futuros aumentos de capital) pending to be capitalized or reimbursed by any of the Group Companies.
(b) Upon Closing of this Agreement and subject to obtaining the authorizations listed under Section 4.2 of the Company Disclosure Letter, the capital distribution of each Group Company (other than the Company) will be as provided under Section 4.6(b) of the Company Disclosure Letter.
(c) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Group Companies, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares or other equity interests of such Group Companies, the sale of tre...
Capitalization of the Group Companies. (a) The Common Stock comprises all of the Company’s authorized equity interests that are issued and outstanding. The Common Stock is all held beneficially and of record by Seller. The Preferred Units and the Midco Common Units comprise all of Midco’s authorized equity interests that are issued and outstanding. All of the Preferred Units are held beneficially and of record by Seller, and all of the Midco Common Units are held beneficially and of record by the Company. The Shares have been duly authorized and validly issued. Except for the Shares and the Midco Common Units, there are no outstanding (i) equity securities of the Company or Midco, (ii) securities of the Company or Midco convertible into or exchangeable for, at any time, equity securities of the Company or Midco and (iii) rights to acquire from the Company or Midco and no obligations of the Company or Midco to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company or Midco. Neither the Company nor Midco has at any time issued or granted, and there are no outstanding or authorized, options, warrants, rights to subscribe to, purchase rights, calls or commitments made by the Company or Midco containing any equity features, or Contracts, understandings or arrangements, compensatory equity or equity-linked interests with respect to the common stock, preferred stock or other capital stock of, or the common units or preferred units of, or other equity or voting interests in, the Company or Midco, including without limitation, any options, appreciation rights, restricted stock or stock unit awards, profits interests, restricted units, phantom equity or similar awards or rights. Schedule 4.4(a) sets forth a complete and accurate list of each award outstanding under the Shadow Equity Plan, including for each such award, the recipient, the grant date, and the number of points subject to such award.
(b) Except as set forth on Schedule 4.4(b), no Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. Except as set forth on Schedule 4.4(b) or as set forth in its Governing Documents, to the extent applicable, all outstanding equity securities of each Subsidiary of the Company (except to the extent such conc...
Capitalization of the Group Companies. (a) The Shares comprise all of the Company’s authorized capital stock that are issued and outstanding, and the Shares have been duly authorized and validly issued and are fully paid and non-assessable. There are outstanding (i) no other equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for, at any time, equity securities of the Company, and (iii) no options or other rights to acquire from the Company and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company.
(b) No Group Company directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any Person. Schedule 3.2 sets forth the name, owner, jurisdiction of formation or organization (as applicable) and percentages of outstanding equity securities owned, directly or indirectly, by each Group Company, with respect to each Person of which such Group Company owns, directly or indirectly, any equity or equity related securities. All outstanding equity securities of each Subsidiary of the Company (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation or other applicable Law) have been duly authorized and validly issued, are free and clear of any preemptive rights (other than such rights as may be held by any Group Company), restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws), or Liens (other than Permitted Liens) and are owned, beneficially and of record, by another Group Company. There are no outstanding (i) equity securities of any Subsidiary of the Company, (ii) securities of any Subsidiary of the Company convertible into or exchangeable for, at any time, equity securities of any Subsidiary of the Company or (iii) options or other rights to acquire from any Subsidiary of the Company, and no obligation of any Subsidiary of the Company to issue any equity securities or securities convertible into or exchangeable for, at any time, equity securities of any Subsidiary of the Company.
