Capitalization Subsidiaries and Affiliates. (a) The authorized capital stock of Company consists 23,000,000 of shares of Company Common Stock, and 1,000,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"). As of the date hereof, there are (i) 8,900,000 shares of Company Common Stock issued and 3,867,408 shares of Company Common Stock held in Company's treasury, (ii) no shares of Company Preferred Stock issued and outstanding or held in Company's treasury, and (iii) 5,032,592 shares of Company Common Stock outstanding for voting purposes. Section 3.2(a) of the Company Disclosure Schedule sets forth a complete and accurate list specifying all outstanding options to purchase Company Common Stock, indicating (i) the holder thereof, (ii) the number of shares of Company Common Stock subject thereto, (iii) the exercise price, date of grant, vesting schedule and expiration date therefor, and (iv) any terms regarding the acceleration of vesting thereof. The only outstanding options to purchase shares of Company Common Stock are issued pursuant to the Company Option Plans and a copy of each Company Option Plan gas been provided to Purchaser. All such outstanding options to purchase shares of Company Common Stock pursuant to the Company Option Plans shall be converted or cancelled as provided herein as of the Effective Time. All of the issued and outstanding shares 16
(b) The authorized capital stock of Great American consists of 1,000 shares of common stock, par value $1.00 per share ("Great American Common Stock"). As of the date hereof, there are (i) 1,000 shares of Great American Common Stock issued and outstanding and (ii) no shares of Great American Common Stock held in Great American's treasury. All of the issued and outstanding shares of Great American Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. None of the issued and outstanding shares of Great American Common Stock were issued in violation of the preemptive rights of any Person. Great American does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Great American Common Stock or any other equity security of Great American or any securities representing the right to purchase or otherwise receive any shares of Great American Common Stock, or any other equity security of Grea...
Capitalization Subsidiaries and Affiliates. (1) The entire authorized capital stock of Lobdxxx consists of 540,000 shares of Class A voting common stock and 5,400,000 shares of Class B non-voting common stock, of which 478,255 shares of Class A common stock and 3,567,735 shares of Class B common stock are issued and outstanding. The persons named in Exhibit D attached hereto are all of the shareholders of Lobdxxx xxx each is the record owner of the number of shares of Lobdxxx'x Xxxss A common stock and Class B common stock as set forth in Exhibit D. The shares set forth in Exhibit D represent all of the issued and outstanding equity securities of Lobdxxx. Xhe shares of Lobdxxx stock referred to in Exhibit D have been duly authorized and validly issued, are fully paid and nonassessable, and are not subject to any liens, charges, encumbrances or restrictions on transfer other than those imposed by applicable securities laws or by this Agreement or as disclosed in the Disclosure Schedule. Each shareholder listed in Exhibit D is a resident of the state set forth opposite such shareholder's name on Exhibit D. If not appended to this Agreement at the time of execution, Exhibit D shall be delivered to the Parent not later than the date on which the Disclosure Schedule is required to be delivered to the Parent pursuant to Section 3.21. Except as disclosed in the Disclosure Schedule, there are no outstanding securities convertible or exchangeable into equity securities of Lobdxxx xxx there are no options, contracts, warrants or rights, contractual or otherwise, outstanding for the purchase or other acquisition from Lobdxxx xx any person of any equity securities of Lobdxxx.
(2) Set forth in the Disclosure Schedule is a list of all of Lobdxxx'x Xxxsidiaries, together with the jurisdiction of incorporation or organization of each Subsidiary, the authorized capitalization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or membership interests owned by Lobdxxx xx another Subsidiary. Each Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as set forth in the Disclosure Schedule), with all necessary corporate power to own and lease its properties and to carry on its business as and where such properties are now owned or leased and such business is now being conducted. Each Subsidiary is duly qualified to do business as a foreign
Capitalization Subsidiaries and Affiliates. 5.5. Title. 5.6. Legal Proceedings. 5.7.
Capitalization Subsidiaries and Affiliates. Schedule 3.24(b) sets forth all of the issued and outstanding shares of LGC (the "LGC Shares") and the holder of record thereof. All of the LGC Shares have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to, and were not issued in violation of, any preemptive rights or rights of first refusal. LGC does not have any other equity securities authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the foregoing by LGC or any of the LGC Stockholders. Except as set forth on Schedule 3.24(b), there are no outstanding (i) capital stock, shares or other equity interests or voting securities of LGC, (ii) securities convertible or exchangeable into capital stock, shares or other equity interests or voting securities of the Company, (iii) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts, agreements or obligations (contingent or otherwise) that could require LGC to issue, sell or otherwise cause to become outstanding or to acquire, repurchase, retire or redeem any shares, equity securities or interests of LGC or (iv) stock appreciation, equity appreciation, phantom stock, profit participation, equity-based awards or similar rights with respect to LGC. There are no bonds, debentures, notes or other indebtedness of LGC outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which an LGC Stockholder, in such Person's capacity as an LGC Stockholder, may vote. Other than the Company Units and Company RMUs, LGC does not own any capital stock, membership interests, units or other equity securities of any Person and does not have any other type of interest (whether ownership or other) in any other Person. LGC is not subject to any obligation or requirement to provide funds for, or to make any investment (in the form of a loan, capital contribution or otherwise) to or in, any Person.
Capitalization Subsidiaries and Affiliates. (1) The entire authorized capital stock of CMS consists of one thousand (1,000) shares of Common Stock, and the entire authorized capital stock of DRI consists of one thousand (1,000) shares of Common Stock and fifty thousand (50,000) shares of Preferred Stock. All of the Shares are issued and outstanding. There are no outstanding securities convertible or exchangeable into equity securities of any Company and there are no options, contracts, warrants or rights, contractual or otherwise, outstanding for the purchase or other acquisition from any Company by any person of any equity securities of any Company. All of the outstanding equity securities and other securities of each Company have been duly authorized and validly issued and are fully paid and nonassessable .
(2) Except as set forth in Schedule 5.01(e), the Companies do not own directly or indirectly any debt or equity securities issued by any other person.
Capitalization Subsidiaries and Affiliates. As of the Closing Date, with respect to each Borrower, Schedule 8.4 is a correct and complete list of the name and relationship to such Borrower of each and all of its Subsidiaries and other Affiliates. Each Borrower is (a) duly incorporated, formed, or organized and validly existing in good standing under the laws of its state of incorporation, formation, or organization set forth on Schedule 8.4, and (b) qualified to do business as a foreign business entity and in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a Material Adverse Effect, and (c) has all requisite power and authority to conduct its business and own its property as presently conducted or owned. As of the Closing Date, each Borrower’s Capital Stock is owned beneficially and of record in the amounts and by the Persons set forth on Schedule 8.4.
Capitalization Subsidiaries and Affiliates. (a) The authorized capital stock of the Company consists of 5,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date of this Agreement, there are 1,998,646 shares of Company Common Stock issued and outstanding, 524,670 shares of Company Common Stock held in the Company’s treasury, and 76,309 shares of Company Common Stock issuable upon exercise of outstanding stock options. No shares of preferred stock are issued and outstanding. Section 3.2(a) of the Company Disclosure Schedule sets forth a complete and accurate list specifying all outstanding options to purchase Company Common Stock, indicating (w) the holder thereof, (x) the number of shares of Company Common Stock subject thereto, (y) the exercise price, date of grant, vesting schedule and expiration date therefor, and (z) any terms regarding the acceleration of vesting thereof. The only outstanding options to purchase shares of Company Common Stock are issued pursuant to the Company Option Plans and a true, correct and complete copy of each Company Option Plan has been provided to Purchaser. All such options to purchase shares of Company Common Stock pursuant to the Company Option Plans remaining outstanding immediately prior to the Effective Time will be exchanged for cash as of the Effective Time as provided in Section 1.8. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. None of the issued and outstanding shares of Company Common Stock were issued in violation of the preemptive rights of any Person. Except for outstanding options to purchase shares of Company Common Stock under the Company Option Plans, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company.
(b) The authorized capital stock of Laurel Savings consists of 5,000,000 shares of common stock, par value $1.00 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. As of the date of this Agreement, there are 1,000 shares of Laurel Savings common stock issued and outstanding and no shares of Laurel ...
Capitalization Subsidiaries and Affiliates. For each of the Company and its subsidiaries, if any, the name, par value, number of authorized shares and number of issued and outstanding shares of each class of its capital stock is set forth on Schedule 4.1(b). All of the issued and outstanding shares of each of the Company and its subsidiaries are duly authorized, validly issued, fully paid and non-assessable. All of the Diva Shares are owned beneficially and of record by the Shareholders as set forth on Schedule 4.1(b) free and clear of any liens or encumbrances. There are no securities outstanding which are exchangeable or exercisable for, or convertible into shares of capital stock of the Company. Except as set forth on Schedule 4.1(b), each of the Company has no subsidiaries nor does any affiliate thereof own any equity interest in any other corporation, partnership, joint venture or other entity. As used herein, the term "affiliate" shall have the same meaning as ascribed to it in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Capitalization Subsidiaries and Affiliates. (a) Seller has an authorized capital consisting of 10,000 Class A common shares, no par value per share, of which 150 shares are issued and outstanding as of the date hereof and 10,000 Class B common shares, no par value per share, of which 150 shares are issued and outstanding as of the date hereof. All outstanding shares have been duly authorized and validly issued, are fully paid and non-assessable. Section 3.3(a) of the Disclosure Statement sets forth a true and complete list of all shareholders of Seller as of the date of this Agreement, the number of shares, the date such shares were transferred to the Shareholders, each shareholder’s taxpayer ID number and address.
(b) There is no entity with respect to which: (i) Seller beneficially owns, directly or indirectly, any outstanding stock or other ownership interests of such entity; (ii) Seller may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned; (iii) Seller may be liable under any circumstances for the payment of additional amounts with respect to its interest, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwise; or (iv) Seller’s investment is accounted for by the equity method.
(c) The business of Seller is conducted by Seller and is not directly or indirectly conducted through any other Affiliate of Seller, or by any other entity. In the case of Seller, the term “Affiliate” shall include, but not be limited to, the Shareholders, the Principals and the Affiliates of Seller, the Shareholders, and the Principals. Affiliates of Shareholders include the general partner, manager, or managing entity of any Shareholder, and the Affiliates of Principals include the spouse, siblings, ancestors, and lineal descendants of any Principal. To the Knowledge of Seller, no Affiliate of Seller has any direct or indirect interest in any creditor, competitor, supplier, customer, or lessor of Seller.
(d) No Affiliate of Seller is a party to any agreement or arrangement with Seller: (i) providing for the furnishing of raw materials, products, services, guarantees, or funds to or by, or (ii) providing for the sale or rental of real or personal property to or from, any such Affiliate.
(e) Following the Closing, Seller will not have any obligations of any kind to any Seller, Shareholder, Principal, or Affiliate of any of them except for (i) accrued salary and benefits to Xxxxxx for the pay peri...
Capitalization Subsidiaries and Affiliates. (a) Schedule 4.4(a) accurately and completely sets forth as of the date hereof the authorized, issued and outstanding shares of Stock, together with the Company Optionholders (including, on a grant-by-grant basis, the grant date, number of Company Options granted, type of option, vesting schedule and the applicable exercise price thereof). Except as set forth on Schedule 4.4(a), the issued and outstanding shares of capital stock of the Company consist of the Stock, which constitutes the only authorized, issued or outstanding equity interests, or right to acquire equity interests of the Company. All of the Stock has been validly issued, are fully paid and non-assessable and are owned beneficially and of record by the Stockholders, free and clear of all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, Liens, transfer restrictions and other encumbrances, except any transfer restrictions imposed by the Company’s Shareholder’s Agreement, applicable securities Laws and Liens securing Indebtedness to be satisfied at Closing pursuant to the Pay-Off Letters or otherwise. All grants of Company Options were made in accordance with the terms of the Stock Option Plan and the applicable Company Option award agreement. All grants of Company Options comply in all material respects with all applicable Laws, and the per share exercise price of each Company Option is equal to or greater than the fair market value of Stock on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, as applicable. Each Company Option is intended to either qualify as an “incentive stock option” under Section 422 of the Code or be exempt under Section 409A of the Code. The Company Group has provided Purchaser correct and complete copies of (i) the Stock Option Plan, (ii) the forms of standard award agreement under the Stock Option Plan, (iii) copies of any award agreements that materially deviate from such forms, and (iv) copies of any elections made under 83(b) of the Code. Assuming the receipt of the Option Termination Agreements, the treatment of Company Options under this Agreement does not violate the terms of the Stock Option Plan or any agreement governing the terms of such Company Options.
(b) Except as set forth on Schedule 4.4(b), neither the Company nor any of its Subsidiaries own any capital stock or other equity securities of any other corporation (other t...
