Corporate Issues Sample Clauses
Corporate Issues. The Blaze Stock issuable to Seller shall (i) have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of the Purchaser: (ii) upon the liquidation, dissolution or winding up of the affairs of the Purchaser, after payments have been made to holders of senior securities, if any, the holders of the common stock are entitled to share ratably in all the assets of the Purchaser available for distribution to holders of common stock; and (iii) are entitled to one vote per share in the election of directors and on all other matters which properly come before the shareholders of the Purchaser.
Corporate Issues. (a) The Company is a Limited Liability Company duly incorporated and validly existing under the laws of the Federal Republic of Germany.
(b) The statements in clause 1 through 5 of the Preamble pertaining to the Company are true and correct.
(c) There are no shareholders' resolutions relating to the Company which would have to be registered with the commercial register but have not yet been registered nor any additional agreements regarding the constitution and organisation of the Company. No insolvency or composition or equivalent proceedings have been opened in any jurisdiction in respect of the Company; the Company is neither over-indebted nor insolvent.
(d) As of the Effective Date, the Company holds the following participations in the following legal entities:
(i) 100% of the share capital in the nominal amount of DM 1,000,000 in GfE Metalle und Materialien GmbH (AG Nuremberg, HR B 13685)
(ii) 100% of the share capital in the nominal amount of EUR 100,000 in GfE Medizintechnik GmbH (AG Nuremberg, HR B 18995)
(iii) 100% of the share capital in the nominal amount of DM 50,000 in GfE Umwelttechnik GmbH (AG Nuremberg, HR B 11176), which holds
(1) 50% of the share capital in the nominal amount of DM 100,000 in INTERVAN Vanadium-Recycling GmbH (AG Nuremberg, HR B 14330). The liquidation of INTERVAN Vanadium-Recycling GmbH was resolved on 18 November 2002;
(2) 60% of the share capital in RECOVAN SpA (Catania, Italy). This company is in liquidation proceedings with no recovery expected.
(3) 24.9% of the share capital in the nominal amount of Euro 25,000 in Metrex'pp'2 GmbH, formed on 7 January 2002, but not yet registered with the commercial register.
(iv) 75% of the share capital in the nominal amount of DM 1,000,000 in RZM Recyclingzentrum Mittelfranken GmbH (AG Nuremberg, HR B 12721), of which an amount of DM 175,967 has been paid in.
(v) 70% of the share capital in Somikivu Societe Miniere du Kivu (Goma, Zaire); these shares are of no stable value and therefore have been written off completely.
(vi) 28.6% of the share capital in HERA Hydrogen Storage Systems, Inc. (Montreal, Canada). The aforementioned participations held by the Company and the participations held by the Company's subsidiaries are hereinafter collectively referred to as the "Participations".
(e) The Company, and the Company's subsidiaries, respectively, are the legal and beneficial owner of the Participations and the Participations are not encumbered with any third party rights.
(f) No in...
Corporate Issues. As of the Signing Date and the Closing Date:
(1) The statements in Section 1 regarding the Target and the Material Companies are correct. The Sellers own in aggregate all of the Shares. The Shares represent the entire share capital of the Target. The Target and the Material Companies have been duly established and validly exist under the laws of their respective jurisdiction. EXECUTION COPY Project Kronos 5 July 2014 41 | 76
(2) No third party has, or will have, any right to acquire any equity or any interest in the Target or a Material Company or to participate in their profits, earnings or financial performance, and no shareholder agreement exists between the Target or a Material Company with any such third parties (other than the shareholder agreement of Wild Amazon Flavors Concentrados e Corantes para Bebidas Ltda., Brazil), and no dividend or distributions are payable by the Target or a Material Company to third parties.
Corporate Issues. 9.1.1 The statements made in Section 1 regarding the Group Companies are correct in every respect. The Group Companies are duly established under German law. They validly exist as trading entities and each has its center of administration (Verwaltungssitz) in Germany. Each of the Group Companies was and is entitled to continue to carry on its business without restriction.
9.1.2 The Shares in the Company, the shares in the Subsidiary, the Company Partnership Interest and the shares in the General Partner are lawfully established, fully (Company, JV Partnership and General Partner) and half (Subsidiary) paid-up, not liable for additional contributions (keine Nachschusspflicht) and no repayments or refunds in whole or in part, neither openly nor concealed have been made, nor have the Shares in the Company, the Company Partnership Interest, the shares in the General Partner and the shares in the Subsidiary been reduced or impaired by losses or drawings (Entnahmen). No transfers or other actions occurred with regard to the Shares which have not been entered in the list of shareholders attached as Exhibit 1.
1. All applicable provisions under applicable law and articles of association regarding the increase and decrease of the registered share capital or partnership capital of the Group Companies have been duly observed; no concealed contributions in kind (verdeckte Sacheinlagen) have been made into the Group Companies.
9.1.3 The Sellers hold undivided and unrestricted title to the Shares as set forth in Section 1. The Company holds undivided and unrestricted title to all shares in the Subsidiary and the Company Partnership Interest and the JV Partnership holds undivided and unrestricted title to all shares in the General Partner (all shares in the Subsidiary, the Company Partnership Interest and the shares in the General Partner jointly with the Shares the “Group Participations”). The Group Participations are free of any claims, rights and privileges of third parties and the Sellers may freely dispose of the Group Participations (directly or indirectly) without any limitations and restrictions. In particular, neither liens, security interests, usage rights, fiduciary relationships or similar rights, nor conversion rights, call options, pre-emption rights or option rights or similar purchase options of third parties exist, including rights regarding the issuance of new shares or regarding the granting of voting rights (jointly “Liens”). There are no agreements o...
Corporate Issues. The CVIA Common Stock to be issued to ▇▇▇▇▇▇ (i) has equal ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of the Parent; (ii) upon the liquidation, dissolution or winding up of the affairs of the Parent, after payments have been made to holders of senior securities, if any, the holders of the CVIA Common Stock are entitled to share ratably in all the assets of the Parent available for distribution to holders of common stock; and (iii) are entitled to one vote per share in the election of directors and on all other matters which properly come before the shareholders of the Parent.
Corporate Issues. 27.1 Directors You shall not change your directors without our prior written consent such consent to be given at our sole discretion.
Corporate Issues