Capitalization; Solvency. (a) Continue to be solvent after giving effect to the Obligations, the security interests of Administrative Agent, on behalf of the Holders of the Obligations, and the other transactions contemplated hereunder.
(b) Continue to pay its debts as they mature and continue to have sufficient capital (and not unreasonably small capital) to carry on its business and all businesses in which it is about to engage.
Capitalization; Solvency. All of the issued and outstanding Capital Stock of Borrowers (and the other Persons listed on Exhibit J), except as noted thereon, is directly and beneficially owned and held by the entity listed for each such Borrower or other Person listed on Exhibit J, and all of such Capital Stock has been duly authorized and are fully paid and non-assessable, free and clear of all Liens other than Permitted Encumbrances and Liens permitted under Section 7.01. Each Borrower (a) is solvent after giving effect to the Obligations, the security interests of Administrative Agent, on behalf of the Holders of the Obligations, and the other transactions contemplated hereunder, and (b) is able to pay its debts as they mature and has (and has reason to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business and all businesses in which it is about to engage. The assets and properties of each Borrower at a fair valuation and at their present fair salable value are greater than the Indebtedness of each such Borrower, and including any subordinated and contingent liabilities computed at the amount which, to the best of each Borrower’s knowledge, represents an amount which can reasonably be expected to become an actual or matured liability.
Capitalization; Solvency. (a) All of the outstanding shares of common stock of each Borrower have been duly authorized, validly issued and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, other than security interests in favor of Congress.
(b) Hanover and its Subsidiaries, including Borrowers, on a consolidated basis, have sufficient capital to carry on all businesses and transactions in which they now engage or propose to engage, are solvent and will continue to be solvent after the creation or incurrence of the Obligations and the security interests in favor of Lender, and are able to pay their debts as they mature.
Capitalization; Solvency. (a) As of the Amendment Closing Date, the Company’s authorized capital stock consists of 145,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share, all of which preferred stock is undesignated. The Company’s common stock beneficially owned as of March 25, 2013 by each person or group who is known by the Company to own beneficially more than 5% of its common stock based solely upon reports filed with the Securities and Exchange Commission is described on Schedule 5.19(a) attached hereto. As of March 25, 2013, the issued and outstanding shares of common stock and of preferred stock are set forth on Schedule 5.19(a) hereto and all outstanding shares are duly and validly issued, fully paid and nonassessable.
(b) The Company is Solvent and will continue to be Solvent after giving effect to each Loan hereunder, the security interests of Administrative Agent, on behalf of Holders, and the other transactions contemplated hereunder.
Capitalization; Solvency. 2.28.1 All of the issued and outstanding capital stock of Borrower is directly and beneficially owned and held by the Person identified on the INFORMATION SCHEDULE annexed hereto and all of such capital stock has been duly authorized and is fully paid and non-assessable and free and clear of all claims, Liens, pledges and encumbrances of any kind; provided, however, that to -------- ------- the extent no Event of Default has occurred and is continuing, such Person identified on the INFORMATION SCHEDULE annexed hereto may transfer its capital stock of Borrower to Permitted Transferees if such Person retains voting control through proxy or otherwise over the capital stock transferred to such Permitted Transferees.
2.28.2 Borrower (a) is solvent and will continue to be solvent after giving effect to the Obligations, the security interests of Secured Party and the other transactions contemplated hereunder, and (b) is able to pay its debts as they mature and has (and has reason to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business and all businesses in which it is about to engage. Based upon the Appraisal, the assets and properties of Borrower at a fair valuation and at their present fair salable value are, and will be, greater than the indebtedness of Borrower, and including any subordinated and contingent liabilities computed at the amount which, to the best of Borrower's knowledge, represents an amount which can reasonably be expected to become an actual or matured liability.
Capitalization; Solvency. 2.27.1 All of the issued and outstanding capital stock, partnership or membership interests of Borrower are directly and beneficially owned and held by the Persons identified on the INFORMATION CERTIFICATE ("Control Persons") and all of such capital stock, partnership or membership interests have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind.
2.27.2 Borrower (x) is solvent and will continue to be solvent after giving effect to the Obligations, the security interests of Secured Party and the other transactions contemplated hereunder, and (y) is able to pay its debts as they mature and has (and has reason to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business and all businesses in which it is about to engage. Based upon the Business Valuation the assets and properties of Borrower at a fair valuation and at their present fair salable value are, and will be, greater than the indebtedness of Borrower, and including any subordinated and contingent liabilities computed at the amount which, to the best of Borrower's knowledge, represents an amount which can reasonably be expected to become an actual or matured liability.
Capitalization; Solvency. (a) All of the issued and outstanding capital stock, partnership or membership interests of Borrower are directly and beneficially owned and held by the Persons identified on the SCHEDULE 1 ("Control Persons") and all of such capital stock, partnership or membership interests have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind.
(b) The Borrower is solvent and, after giving effect to the Obligations, will continue to be solvent. The Borrower's financial statements fairly present the financial position of Borrower and the results of operations as of the dates and for the periods set forth therein. The Borrower has no material obligations or liabilities (direct, indirect, contingent or liquidated), or liabilities for taxes required to be reflected therein that are not reflected.
Capitalization; Solvency. (a) The authorized capital stock of the Company consists of 36,610,000 shares of Company Common Stock, and 22,220,893 shares of Preferred Stock, par value $0.000001 per share. As of July 28, 2022, (i) 12,452,057 shares of Company Common Stock are issued and outstanding, (ii) 4,018,918 shares of Series A-1 Preferred Stock are issued and outstanding, (iii) 3,864,517 shares of Series A-2 Preferred Stock are issued and outstanding, (iv) 2,193,438 shares of Series A-3 Preferred Stock are issued and outstanding, (v) 8,221,262 shares of Series B-1 Preferred Stock are issued and outstanding, (vi) 40,115 shares of Series B-2 Preferred Stock are issued and outstanding and (vii) 3,723,905 shares of Series B-3 Preferred Stock are issued and outstanding.
(b) Other than (i) the Company Options and Company Restricted Stock (collectively, the “Company Awards”) set forth on Section 4.03(c) of the Company Disclosure Schedule, (ii) the Company Preferred Stock, (iii) the rights provided in the Investors’ Rights Agreement and (iv) the outstanding warrants to purchase shares of Preferred Stock set forth on Section 4.03(b) of the Company Disclosure Schedule (collectively, the “Company Warrants”), there are no options, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for shares of capital stock, or other equity or other voting interests in, the Company or any Company Subsidiary. Except as set forth on Section 4.03(c) or (d) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company or any Company Subsidiary. Except as set forth in the Company Voting Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to...
Capitalization; Solvency. All of the issued and outstanding Capital Stock of each Borrower or Subsidiary is directly and beneficially owned and held by the Persons for each such entity (and in the percentages) listed on Exhibit D, and all of such Capital Stock has been duly authorized and is fully paid and non‑assessable, free and clear of all Liens. After giving effect to the contribution rights set forth in Article XIII and the Contribution Agreement, each Loan Party (a) is solvent after giving effect to the Obligations, the Liens of the Administrative Agent, on behalf of the Secured Parties, and the other transactions contemplated hereunder and (b) is able to pay its debts as they mature and has (and has reason to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business and all businesses in which it is about to engage. After giving effect to the contribution rights set forth in Article Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 74 42575.100083 EMF_US 48981686v14 XIII and the Contribution Agreement, the assets and properties of each Loan Party, at a fair valuation and at their present fair salable value, are greater than the Indebtedness of such Loan Party, and including any subordinated and contingent liabilities computed at the amount which, to the best of such Loan Party's knowledge, represents an amount which can reasonably be expected to become an actual or matured liability.
Capitalization; Solvency. Continue to be adequately capitalized and solvent after giving effect to the Obligations, the security interests of the Administrative Agent, on behalf of the Secured Parties, and the other transactions contemplated hereunder (including, without limitation, the contribution rights set forth in Article XIII hereof and in the Contribution Agreement).
