Capitalization; Status and Qualification Sample Clauses

Capitalization; Status and Qualification. 9 (a) Capitalization. . . . . . . . . . . . . . . . . . . 9 (b)
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of MW consists of ten thousand (10,000) shares of MW Common Stock. As of the date hereof, one thousand and fifty (1,050) shares of MW Common Stock are issued and outstanding and three hundred and fifty (350) of such shares are owned beneficially and of record by the Xxxxxx Trust, three hundred and fifty (350) of such shares are owned beneficially and of record by the Xxxxxxx Trust and three hundred and fifty (350) of such shares are owned beneficially and of record by the Xxxxxxx Trust. (Xx. Xxxxxx does not represent and warrant only as to the number of shares of MW Common Stock that are issued and outstanding and as to the beneficial and record owners of such shares as of the date hereof for purposes of Section 5.7(a) hereof.) All outstanding shares of MW Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of MW Common Stock has been issued in violation of any law or regulation of any Governmental Authority (as defined in Section 3.11(c)(vii)), the MW Articles of Incorporation, Bylaws, the terms of any agreement to which MW or the Stockholders are a party or are bound or the preemptive rights of any individual, partnership, proprietorship, corporation, limited liability company, joint venture,
Sample 1Sample 2
Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of TBS consists of one hundred thousand (100,000) shares of TBS Common Stock. As of the date hereof, one hundred thousand (100,000) shares of TBS Common Stock are issued and outstanding and fifty thousand (50,000) of such shares are owned beneficially and of record by Xx. Xxxx and twenty-five thousand (25,000) of such shares are owned beneficially and of record by Xx. Xxxxxxx (but are currently pledged to Xx. Xxxxx Xxxxx Xxxxxx ("Xx. Xxxxxx") pursuant to that Pledge Agreement with Option to Purchase by and between Xx. Xxxxxxx and Xx. Xxxxxx dated May 1, 1990) and twenty-five thousand (25,000) of such shares are owned beneficially and of record by Xx. XxXxxxxxx (but are currently pledged to Xx. Xxxxxx pursuant to that Pledge Agreement with Option to Purchase by and between Xx. XxXxxxxxx and Xx. Xxxxxx dated May 1, 1990). All outstanding shares of TBS Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of TBS Common Stock has been issued in violation of any law, regulation or policy of any governmental authority, the TBS Articles of Incorporation, Bylaws, the terms of any agreement to which TBS or the Stockholders are a party or are bound or the preemptive rights of any person, firm or entity. There are no Rights authorized, issued or outstanding with respect to the capital stock of TBS. For purposes of this Agreement, "Rights" shall mean any warrants, options, rights, convertible or exchangeable securities and other arrangements or commitments which obligate an entity to issue or dispose of any of its capital stock or ownership interests.
Sample 1Sample 2
Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of BRITCO consists of ten thousand (10,000) shares of BRITCO Common Stock. As of the date hereof, ten thousand (10,000) shares of BRITCO Common Stock are issued and outstanding and six thousand (6,000) of such shares are owned beneficially and of record by Xxx. Xxxxxxxx and four thousand (4,000) of such shares are owned beneficially and of record by Xx. Xxxxxxxx. All outstanding shares of BRITCO Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of BRITCO
Sample 1
Capitalization; Status and Qualification. (a) Capitalization The authorized capital stock of WGB consists of fifty thousand (50,000) shares of WGB Common Stock and fifty thousand (50,000) shares of WGB Preferred Stock. As of the date hereof, ten thousand (10,000) shares of WGB Common Stock are issued and outstanding and are owned of record by 29 shareholders and fifty thousand (50,000) shares of WGB Preferred Stock are issued and outstanding and are owned by 27 shareholders. All outstanding shares of WGB Common Stock and WGB Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of WGB Common Stock or WGB Preferred Stock has been issued in violation of any law, regulation or policy of any governmental authority, the WGB Articles of Incorporation, Bylaws, the terms of any agreement to which WGB is a party or is bound or the preemptive rights of any person, firm or entity. There are no Rights authorized, issued or outstanding with respect to the capital stock of WGB. For purposes of this Agreement, "Rights" shall mean any warrants, options, rights, convertible or exchangeable securities and other arrangements or commitments which obligate an entity to issue or dispose of any of its capital stock or ownership interests.
Sample 1
Capitalization; Status and Qualification. (a) CAPITALIZATION The authorized capital stock of CMS consists of one thousand (1,000) shares of CMS Common Stock. As of the date hereof, eight hundred and ten (810) shares of CMS Common Stock are issued and outstanding; ten (10) of such shares are owned beneficially and of record by Xx. Xxxxx, four hundred (400) of such shares are owned beneficially and of record by Mr. Miles, and four hundred (400) of such shares are owned beneficially and of record by Xx. Xxxxxxx. All outstanding shares of CMS Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of CMS Common Stock has been issued in violation of any law, regulation or policy of any Governmental Authority, the CMS Articles of Incorporation, Bylaws, the terms of any agreement to which CMS or the Stockholders are a party or are bound or the preemptive rights of any individual, partnership,
Sample 1
Capitalization; Status and Qualification. (a) Capitalization The authorized capital stock of Company consists of 500 shares of Company Common Stock. As of the date hereof, one (1) share of Company Common Stock is issued and outstanding, owned by Stockholder beneficially and of record. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of Company Common Stock has been issued in violation of any law, regulation or policy of any Governmental Authority, the Company Articles of Incorporation, Code of Regulations, the terms of any agreement to which Company, Stockholder or Principals are a party or are bound or the preemptive rights of any individual, partnership, proprietorship, corporation, limited liability company, joint venture, trust or other similar entity or Governmental Authority or court (a "Person"). There are no Rights authorized, issued or outstanding with respect to the capital stock of Company. For purposes of this Agreement, "Rights" shall mean any warrants, options, rights, convertible or exchangeable securities and other arrangements or commitments which obligate an entity to issue or dispose of any of its capital stock or ownership interests.
Sample 1
AutoNDA by SimpleDocs

Related to Capitalization; Status and Qualification

  • Organization, Standing and Qualification (a) FTN Financial Capital Markets is a division of First Tennessee Bank National Association, a national banking association duly organized, validly existing and in good standing under the laws of the United States, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. FTN Financial Capital Markets is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of FTN Financial Capital Markets. (b) Xxxxx, Xxxxxxxx & Xxxxx, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with full power and authority to own, lease and operate its properties and conduct its business as currently being conducted. Xxxxx, Xxxxxxxx & Xxxxx, Inc. is duly qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property or conducts its business so as to require such qualification and in which the failure to so qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, prospects or results of operations of Xxxxx, Xxxxxxxx & Xxxxx, Inc.

  • Registration and Qualification If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable: (a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering; (d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction; (e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements; (f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material 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, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed; (h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and (i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

  • Organization and Qualification of Seller Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Organization, Good Standing and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

  • Incorporation and Qualification The Company has been duly organized and is validly existing as a Corporation and in good standing under the laws of the State of Colorado with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Number and Qualification Prior to a public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office, provided that the number of Trustees shall be no less than two or more than nine. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term. An individual nominated as a Trustee shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Trustees need not own Shares and may succeed themselves in office.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

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