Capitalization Shares and Shareholder Information Sample Clauses

Capitalization Shares and Shareholder Information. (a) CAPITALIZATION. The Company's authorized capital stock consist of (A) 50,000,000 Company Common Shares; and (B) 15,000,000 shares of Company Preferred Shares of which (i) 2,727,941 have been designated Series A Preferred Shares, (ii) 2,153,507 have been designated Series B Preferred Shares, and (iii) 1,351,405 have been designated Series C Preferred Shares. EXHIBIT B sets forth the number of shares of each class and series of capital stock that are issued and outstanding. There are no Equity Interests held in treasury. Except as set forth on SCHEDULE 4.5 all of the issued and outstanding Company Shares: (1) have been duly authorized and are validly issued, fully paid, and non-assessable, (2) were issued in compliance with all applicable state and federal securities Laws, (3) were not issued in Breach of any Commitments, and (4) as of the date hereof are held of record by the Shareholders as set forth in EXHIBIT B. SCHEDULE 4.5 lists (x) all Commitments with respect to any Equity Interest of the Company, (y) the exercise price of such Commitments, and (z) with respect to Commitments that are Company Warrants, the termination date of such Commitments. No additional Commitments will arise in connection with the Transactions. Except as listed on SCHEDULE 4.5, there are no Contracts with respect to the voting or transfer of the Company's Equity Interests, and the Company is not obligated to redeem or otherwise acquire any of its outstanding Equity Interests.
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Capitalization Shares and Shareholder Information. (a) As of the date of this Agreement (immediately prior to the Effective Time of the Merger), the authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock, of which 1,000,000 shares are issued and outstanding. (b) All shares of Company Common Stock outstanding on the date of this Agreement (immediately prior to the Effective Time of the Merger) are set forth on, and are owned beneficially and of record by the Persons and in the amounts set forth in, Section 3.2(b) of the Company Disclosure Schedule (as set forth therein, each a “Shareholder” and, collectively, the “Shareholders”). No other class or series of capital stock of the Company is authorized or outstanding. The Closing Payment Schedule is true and accurate in all respects. No share certificates representing any of the outstanding shares of Company Common Stock have ever been issued by the Company. (c) All of the outstanding shares of Company Common Stock: (i) have been duly authorized and validly issued, fully paid and are nonassessable and were issued in compliance with all applicable federal and state securities laws and other applicable Law, including the FBCA and Sections 607.0625 and 607.0626 thereof; (ii) are free of any Encumbrances created by the Company, and, to the Knowledge of the Company, free of any Encumbrances created by or imposed upon the holders thereof, other than restrictions on transfer imposed by federal or state securities laws; (iii) were not issued in violation of any preemptive rights or rights of first refusal created by statute, the Company Organizational Documents or any Contract to which the Company is a party or by which it is bound; (iv) are not entitled or subject to any preemptive right or any similar right; and (v) are not subject to any right of first refusal or similar right in favor of the Company or any other Person. There is no Contract relating to the voting, registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Company Capital Stock. (d) There is no: (i) outstanding subscription, option, warrant or other right (whether or not currently exercisable) to acquire from the Company any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the...
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Capitalization Shares and Shareholder Information. (a) The Company is authorized to issue a maximum of 50,000 shares with a par value of $1.00 of a single class. The Shares have been validly issued and are fully paid and non-assessable. There are no options, warrants, convertible securities, or other rights, agreements, arrangements, or commitments relating to the Shares or obligating the Company to issue, sell, convert, or transfer any Shares or any other interest in the Company. Seller is owner of the Shares. Except for the Shares owned and held by Seller at the close of business on the date hereof, no other shares of company capital stock or other equity securities of the Company are issued, reserved for issuance, or outstanding. (b) There are no obligations, contingent or otherwise, of the Company to (i) repurchase, redeem, or otherwise acquire any Shares or (ii) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person. (c) There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. For purposes of the Economic Substance (Companies and Limited Xxxxxxxxxxxx) Xxx, 0000, of the British Virgin Islands (as amended), the Company is a “non-resident company” and not required to comply with British Virgin Islands economic substance requirements. (d) There are no bonds, debentures, notes, or other Indebtedness of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any corporate matters. There are no voting trusts, irrevocable proxies, or other Contracts or understandings to which the Company or Seller is a party or is bound with respect to the voting or consent of any Shares.
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Capitalization Shares and Shareholder Information 
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Related to Capitalization Shares and Shareholder Information

  • Shareholder Information Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

  • Stockholder Information Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Commission Shares other than Omnibus Shares (a) Commission Shares that are not Omnibus Shares (“Non-Omnibus Commission Shares”) attributed to the Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurred on or after the Inception Date of the applicable Fund and on or prior to the date the Distributor ceased to be exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof). (b) Non-Omnibus Commission Shares attributable to each Successor Distributor shall be those Non-Omnibus Commission Shares (i) the Date of Original Issuance of which occurs after the date such Successor Distributor became the exclusive distributor of Class C shares of the Fund and on or prior to the date such Successor Distributor ceased to be the exclusive distributor of Class C shares of the Fund and (ii) that are subject to a CDSC (without regard to any conditions for waivers thereof).

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

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