Capitalization; Shares. The Company's authorized capital stock consists of 25,000,000 shares of Common Stock, of which 8,128,797 shares are issued and outstanding on the date hereof and 10,000,000 shares of preferred stock, $.01 par value per share, none of which are outstanding on the date hereof. No shares of the Company's capital stock are owned directly or indirectly by the Company. All of the Company's issued and outstanding shares of capital stock are duly authorized and validly issued, fully paid and non-assessable. Except as set forth on Schedule 2.6 hereto, there are no subscriptions, options, warrants, calls, rights, agreements, commitments, understandings, restrictions or arrangements of any kind relating to the issuance, sale or transfer by the Company of any of its capital stock or relating to the sale or transfer of the Shares, including, without limitation, any rights of conversion or exchange under any outstanding securities or other instruments. There are no voting trusts or other agreements or understandings of any kind with respect to the Shares.
Capitalization; Shares. (a) As of March 31, 2021, the authorized capital stock of Parent consisted of 249,000,000 shares of common stock, par value $0.0001 per share, of which 115,387,140 were issued and outstanding.
(b) Immediately prior to the Closing, the Shares to be issued pursuant to this Agreement will be duly and validly reserved for issuance, and upon issuance will be validly issued and outstanding as fully paid and non-assessable shares in the capital of Parent and shall be free and clear of any lien, claim or encumbrance other than any such liens, claims or encumbrances contemplated by this Agreement and shall not be subject to any pre-emptive rights, rights of first offer, rights of first refusal or similar rights of any Person. The issuance of the Shares will comply in all material respects with all Laws, including state securities Laws and Federal Securities Laws.
Capitalization; Shares. (a) The Company has an authorized capitalization and issued and outstanding equity securities (including securities convertible into equity securities) set forth on Schedule 3.14.
(b) All of the outstanding shares of capital stock of the Company have been, and the Securities will be, duly and validly authorized and issued and are and, with respect to the Securities upon the issuance thereof, will be, fully paid and non-assessable and are not, or will not be, subject to any preemptive or similar rights. Except as described in Schedule 3.14 and except for the shares of Common Stock issuable pursuant to the transactions contemplated by the PXP Agreement, and the Notes and shares of Investor Preferred Stock issuable pursuant to the transactions contemplated by the Investor Purchase Agreements, there are no outstanding rights (including pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. All of the outstanding shares of capital stock or other equity interests of each Subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned, except as described on Schedule 3.14, directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. When issued and sold against receipt of the Purchase Price as provided in this Agreement, the Securities will be free of restrictions on transfer other than restrictions on transfer under applicable Laws and other than pursuant to the Certificate of Designations and the Stockholder Agreement. As of the Closing Date, 31,250,000 shares of Common Stock issuable upon conversion of the Securities will have been duly authorized by all necessary corporate action and when so issued will be validly issued, fully paid and nonassessable, will not be subject to preemptive or similar rights of any stockholder of the Company and will be free of restrictions on transfer other than restrictions on transfer under applicable Laws and other than pursuan...
Capitalization; Shares. (a) The authorized capital stock of the Seller consists of 25,000,000 common shares, par value $.01 per share. The Seller has 7,644,028 shares of common stock outstanding and 1,512,406 shares of common stock held as treasury stock as of July 31, 1999.
(b) The Stock when issued, sold and delivered in accordance with the terms and for the consideration expressed in this Agreement, shall be duly and validly issued, fully-paid and nonassessable.
Capitalization; Shares. (i) The share capital of the Borrower registered in the commercial register amounts to CHF 1,738,709.73, consisting of (A) 26,769,797 Class B Shares and (B) 40,021,988 registered shares with a nominal value of CHF 0.01 each (the shares pursuant to (A) and (B) collectively the Existing Shares);
(ii) The Class B Shares are freely tradable and admitted to trading on the SIX; all Existing Shares have been duly and validly issued, are fully paid and non-assessable;
(iii) Other than as publicly disclosed by the Borrower, there are no securities or other rights in issue of the Borrower or any of its subsidiaries that are convertible into or exchangeable for shares of the Borrower (it being acknowledged by the Lender that the Borrower has issued, and will be issuing after the date hereof, options and other rights to acquire Class B Shares in accordance with the terms of its equity compensation plans), and there are neither any claims against the Borrower to buy nor any obligations of the Borrower or any of its subsidiaries to issue, any shares of the Borrower; other than publicly disclosed, there are no restrictions on the transfer or voting of any of the Existing Shares of the Borrower pursuant to the Borrower’s Articles of Association, any applicable law or any agreement to which the Borrower is a party; Convertible Loan Agreement 4 | 12
(iv) Subject to compliance with the statutory provisions of Swiss corporate law, there are no restrictions on the payment of dividends on the Existing Shares;
(v) The Conversion Shares to be delivered upon Conversion in accordance with the terms of this Agreement:
(A) will, if and when an Exercise Notice is delivered in accordance with the terms of this Agreement, be validly issued, fully paid and non-assessable; and
(B) will, if and when an Exercise Notice is delivered in accordance with the terms of this Agreement, rank pari passu and be fungible with the outstanding Class B Shares and/or the outstanding rights representing Class B Shares in issue on the relevant Conversion Date;
(A) No material public statement contains an untrue statement of material fact or omits to state a fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect, in each case as at the date it was made; and (B) in respect of each such public statement, when taken together with all other such public statements, no circumstances have arisen...
Capitalization; Shares. (i) The entire authorized capital stock of York Bronze consists of 10,000 shares of York Bronze Common Stock, of which 1,000 shares are issued and outstanding. Except as set forth on Schedule 2.03(a), all such outstanding shares of York Bronze Common Stock are validly issued, fully paid, nonassessable and are owned beneficially and of record by York, free and clear of all Liens. Except as set forth on Schedule 2.03(a), (i) there are outstanding no securities, subscriptions, options, warrants, phantom stock rights, calls or rights of any kind, or rights with respect to convertible debt, issued or granted by, or binding upon, York or York Bronze with respect to any shares of capital stock of York Bronze, and (ii) there are no shareholder agreements or similar agreements with respect to York Bronze.
(ii) Except as set forth on Schedule 2.03(a), York has good and indefeasible title to the York Bronze Purchased Shares and has the unrestricted right and power to sell and transfer the York Bronze Purchased Shares to Empire in the manner contemplated herein, free and clear of all Liens, and the transfer of such York Bronze Purchased Shares by York to Empire will transfer to Empire good and valid title to such York Bronze Purchased Shares free and clear of all Liens. The York Bronze Purchased Shares represent 75.542725% of all issued and outstanding capital stock of York Bronze.
(i) The entire authorized capital stock of OMC consists of 75,000 shares of OMC Common Stock, of which 1,000 shares are issued and outstanding. All such outstanding shares of OMC Common Stock are validly issued, fully paid, nonassessable and are owned beneficially and of record by York, free and clear of all Liens, except as set forth on Schedule 2.03(b). Except as set forth on Schedule 2.03(b), (i) there are outstanding no securities, subscriptions, options, warrants, phantom stock rights, calls or rights of any kind, or rights with respect to convertible debt, issued or granted by, or binding upon, York or OMC with respect to any shares of capital stock of OMC, and (ii) there are no shareholder agreements or similar agreements with respect to OMC.
(ii) Except as set forth on Schedule 2.03(b), York has good and indefeasible title to the OMC Purchased Shares and has the unrestricted right and power to sell and transfer all of its shares of the OMC Purchased Shares to Empire in the manner contemplated herein, free and clear of all Liens, and the transfer of such OMC Purchased Shares by York ...
Capitalization; Shares. (a) The Company’s authorized capital stock consists of 40,000 shares of class A common stock, par value $.01 per share, of which 40,000 are issued and outstanding, 10,000 shares of class B common stock, par value $.01 per share, of which 10,000 are issued and outstanding, and 10,000 shares of preferred stock, par value $.01 per share, none of which are issued or outstanding. All of the Shares are duly authorized, validly issued, fully paid and non-assessable.
(b) There are no authorized or outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which the Seller or the Company are or may become obligated to issue, assign or transfer any shares of capital stock of the Company. Upon the delivery to Purchaser of the certificate(s) representing the Shares, Purchaser will have good, legal, valid, marketable and indefeasible title to eighty percent (80%) of the then issued and outstanding shares of capital stock of the Company, free and clear of any liens, pledges, encumbrances, charges, agreements, options, claims or other arrangements or restrictions of any kind.
(c) The only shareholders of the Company are the Seller and Church & Dxxxxx Company (“Church and Dxxxxx”).
Capitalization; Shares. The issued share capital of the Company amounts to €3,740,713.20, represented by 6,036 registered shares without nominal value numbered 1 to 6,036. The Shares represent 100% of the issued share capital of the Company and have been duly authorized and validly issued, are fully paid up and non-assessable. The Seller is the sole beneficial owner and holder of the Shares, free and clear of all Encumbrances. There are no agreements, arrangements or obligations (other than this Agreement and the articles of association of the Company) that require the issuance, sale or transfer of any equity securities or other securities of the Company or that affect the voting and distribution rights relating to the Shares. The Company does not own, nor does it have any commitment to acquire, any equity securities or other securities of any person or any direct or indirect equity ownership interest in any other business.
Capitalization; Shares. The Company's authorized capital stock consists of 1,000 shares of Common Stock, of which 275 shares are issued and outstanding on the date hereof. No shares of the Company's capital stock are owned directly or indirectly by the Company. All of the Company's issued and outstanding shares of capital stock are duly authorized and validly issued, fully paid and non-assessable. There are no subscriptions, options, warrants, calls, rights, agreements, commitments, understandings, restrictions or arrangements of any kind relating to the issuance, sale or transfer by the Company of any of its capital stock or relating to the sale or transfer of the Shares, including, without limitation, any rights of conversion or exchange under any outstanding securities or other instruments. There are no voting trusts or other agreements or understandings of any kind with respect to the Shares.
Capitalization; Shares. As of the date hereof, the Company has the authorized equity capitalization as set forth in the Filed SEC Documents, and all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued and outstanding capital stock of the Utility (i) has been duly authorized and validly issued, (ii) is fully paid and non-assessable and (iii) is owned by the Company directly or indirectly, free and clear of any Lien except for such Lien that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
