Capitalization of Xxxxxxx Sample Clauses

Capitalization of Xxxxxxx. Xxxxxxx shall not have declared any stock dividends or any stock splits with respect to its common shares.
Sample 1Sample 2
AutoNDA by SimpleDocs
Capitalization of Xxxxxxx. The authorized capital stock of Xxxxxxx consists of 100,000 class A shares of Common Stock, no par value, which shares are issued to shareholders listed on Schedule HH, which shares were duly authorized, validly issued and fully paid and non assessable. There are no preemptive rights with respect to the Xxxxxxx stock.
Sample 1
Capitalization of Xxxxxxx. (a) As of the date hereof, (i) the authorized capital stock of Xxxxxxx consists of 1,000 shares of Xxxxxxx Common Stock, (ii) the issued and outstanding shares of capital stock of Xxxxxxx consists of 100 shares of Xxxxxxx Common Stock and (iii) no shares of Xxxxxxx Common Stock are being held by Xxxxxxx in its treasury. All of the issued and outstanding shares of Xxxxxxx Common Stock, as of the date hereof, are owned by Houston and have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. Immediately prior to the Effective Time, there will be outstanding a number of shares of Xxxxxxx Common Stock determined in accordance with Section 7.15. (b) No bonds, debentures, notes or other indebtedness of any Xxxxxxx Entity having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Xxxxxxx (including Xxxxxxx Common Stock) may vote (“Xxxxxxx Voting Debt”) are, or as of the Effective Time will be, issued or outstanding. (c) Except pursuant to the Separation and Distribution Agreement, there are no (i) outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of capital stock of Xxxxxxx, or any other commitments or agreements providing for the issuance, sale, repurchase or redemption of shares of capital stock of Xxxxxxx, (ii) agreements of any kind which may obligate Xxxxxxx to issue, purchase, redeem or otherwise acquire any of its shares of capital stock or (iii) voting trusts, proxies or other agreements or understandings with respect to the voting shares of capital stock of Xxxxxxx.
Sample 1
Capitalization of Xxxxxxx. The authorized capital stock of Xxxx.xxx consists of (a) Sixty Million (60,000,000) shares of Common Stock, par value One Cent ($0.01) per share, of which Six Million Seven Hundred Ninety-Four Thousand One Hundred Ninety–Nine (6,794,199) shares are issued and outstanding as of the Closing Date and Twenty–Five Million (25,000,000) shares of Preferred Stock, par value One Cent ($0.01) per share, consisting of (i) 2,167,630 shares of Series A Convertible Preferred Stock, all of which are issued and outstanding as of the Closing Date, and (ii) 5,217,412 shares of Series B Convertible Preferred Stock, all of which shares are issued and outstanding as of the Closing Date. Set forth on Schedule 3.04 is a complete and accurate list of shareholders of Xxxx.xxx, including the number of shares held by each, and a complete and accurate list of all Persons who hold options or warrants to acquire shares of capital stock of Xxxx.xxx as of the Closing Date, (the “Xxxx.xxx Option Holders”). All of the outstanding shares of capital stock of Xxxx.xxx are duly authorized, validly issued, fully paid and non–assessable. Except as described on Schedule 3.04, there are no warrants, options, phantom stock, subscriptions or other rights or preferences (including conversion or preemptive rights) outstanding to acquire capital stock of Xxxx.xxx, or notes, securities or other instruments convertible into or exchangeable for capital stock of Xxxx.xxx, nor any agreements or understandings with respect to the issuance thereof, including without limitation, agreements to issue securities of Xxxx.xxx in exchange for services. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of Xxxx.xxx Capital Stock.
Sample 1
Capitalization of Xxxxxxx. Subject to the provisions of the LLC Agreement, Xxxxxxx is authorized to issue from time to time such number of Units and such other Equity Securities of Xxxxxxx as the Managing Member (as defined in the LLC Agreement) shall determine in accordance with the LLC Agreement. As of immediately prior to the execution of this Agreement, 333,361,372 Units were issued and outstanding. All of the outstanding Units have been duly authorized and validly issued, and are fully paid and nonassessable.
Sample 1
Capitalization of Xxxxxxx. Xx of the date hereof and the Closing date, 2 shares have been issued ("Estates Shares") and that entity indicated on EXHIBIT 1.1 is the sole shareholder of Estates. All issued and outstanding Estates Shares have been legally issued and are nonassessable as of the Closing date. There exists no unexercised right to purchase shares in Estates in any form whatsoever including, but not limited to, options, warrants or convertible debt instruments. Such shareholders own and are conveying to Atlantic all of their rights, title and interests to the Estates Shares, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Estates Shares shall vest in Atlantic free of all liens and other charges.
Sample 1
Capitalization of Xxxxxxx 
Sample 1
AutoNDA by SimpleDocs

Related to Capitalization of Xxxxxxx

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Xxxxxx Limitation The Service reserves the right to refuse to pay any Xxxxxx to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Xxxxxx designated by you. as set forth in Section 13 of the General Terms (Prohibited Payments) or an Exception Payment under this Agreement.

  • How Much May I Contribute to a Xxxx XXX As a result of the Economic Growth and Tax Relief Reconciliation Act (“EGTRRA”) of 2001, the maximum dollar amount of annual contributions you may make to a Xxxx XXX is $5,500 for tax years beginning in 2013 with the potential for Cost-of-Living Adjustment (COLA) increases in $500 increments. However, these amounts are phased out or eliminated entirely if your adjusted gross income is over a certain level, as explained in more detail below. Year 2020 2021 Xxxx XXX Contribution Limit $6,000 $6,000 You may make annual contributions to a Xxxx XXX in any amount up to 100% of your compensation for the year or the maximum contribution limits shown in the table above, whichever is less. The limitation is reduced by any contributions made by you or on your behalf to any other individual retirement plan (such as a Traditional IRA) except SEP IRAs and SIMPLE IRAs. Your annual contribution limitation is not reduced by contributions you make to a Xxxxxxxxx Education Savings Account that covers someone other than yourself. In addition, qualifying rollover contributions and transfers are not subject to these limitations. If you are age 50 or older by the end of the year, you may make additional “catch-up” contributions to a Xxxx XXX. The “catch-up” contribution limit is $1,000 for tax years 2009 and beyond. If you are married and file a joint return, you may make contributions to your spouse’s Xxxx XXX. However, the maximum amount contributed to both your own and to your spouse’s Xxxx XXX may not exceed 100% of your combined compensation or the maximum contribution shown in the table above, whichever is less. The maximum amount that may be contributed to either your Xxxx XXX or your spouse’s Xxxx XXX is shown in the table above. Again, these dollar limits are reduced by any contributions made by or on behalf of you or your spouse to any other individual retirement plan (such as a Traditional IRA) except SEP IRAs and SIMPLE IRAs. Again, the limit is not reduced for contributions either of you make to a Xxxxxxxxx Education Savings Account for someone other than yourselves. As noted in Item 1, your eligibility to contribute to a Xxxx XXX depends on your AGI (as defined below). The amount that you may contribute to a Xxxx XXX is reduced proportionately for AGI which exceeds the applicable dollar amount. For the 2020 and 2021 tax years, the amount that you may contribute to your Xxxx XXX is as follows: Single Individual Year Eligible to Make a Contribution if AGI is Less Than: Eligible to Make a Partial Contribution if AGI is Between: Not Eligible to Make A Contribution if AGI is Over: 2020 $124,000 $124,000 - $139,000 $139,000 2021 & After - sub- ject to COLA increases $125,000 $125,000 - $140,000 $140,000 Married Individual Filing a Joint Income Tax Return Year Eligible to Make a Contribution if AGI is Less Than: Eligible to Make a Partial Contribution if AGI is Between: Not Eligible to Make A Contribution if AGI is Over: 2020 $196,000 $196,000 - $206,000 $206,000 2021 & After - sub- ject to COLA increases $198,000 $198,000 - $208,000 $208,000 If you are a married taxpayer filing separately, your contribution phases out over the first $10,000 of AGI, so that if your AGI is $10,000 or more you may not contribute to a Xxxx XXX for the year. Note that the amount you may contribute to a Xxxx XXX is not affected by your participation in an employer-sponsored retirement plan. To determine the amount you may contribute to a Xxxx XXX (assuming it does not exceed 100% of your compensation), you can refer to IRS Publication 590-A: Modified Adjusted Gross Income for Xxxx XXX Purposes and Determining Your Reduced Xxxx XXX Contribution Limit. The amount you contribute may not exceed the maximum contribution limits shown in the table above reduced by the amount contributed on your behalf to all other individual retirement accounts (except SEP IRAs and SIMPLE IRAs). Your contribution to a Xxxx XXX is not reduced by any amount you contribute to a Xxxxxxxxx Education Savings Account for the benefit of someone other than yourself. If you are the beneficiary of a Xxxxxxxxx Education Savings Account, additional limits may apply to you. Please contact your tax advisor for more information.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Commencement of Regular Sales of Common Stock Following Closing and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

  • Minimum Amounts; Limitation on Number of Borrowings At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxx Xxxxxxx If the Parties do not agree on an Adjudicator the Adjudicator will be appointed by the Arbitration Foundation of Southern Africa (AFSA).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!