Current Capitalization Sample Clauses
Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of the Company (including the number and class or series, Preferred Return and Distribution Threshold (as applicable)) and the record ownership (including the percentage interests held thereby) of such Equity Securities, and such Equity Securities (i) are free and clear of all Liens, (ii) have not been issued in violation of preemptive or similar rights and (iii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in the Company Organizational Documents.
(b) True, correct and complete copies of each plan under which awards of Equity Securities have been made, all form equity award agreements used to evidence grants of Company Units or options to acquire Company Units or other Equity Securities of the Company to service providers, and all individual equity award agreements that materially differ from the forms from which they are based (except for differences in vesting schedules) have been provided to Acquiror, and each such plan and form equity award agreement has not been amended, modified or supplemented since being provided to Acquiror, and there are no agreements, understandings or commitments to amend, modify or supplement such plan or plans or form equity award agreements in any case from those provided to Acquiror.
(c) Except as set forth on Schedule 4.06(a), there are no outstanding or authorized options, promises of equity of the Company, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, the Company. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of the Company, other than as set forth in the Company LLC Agreement. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company, other than as set forth in the Company Organizational Documents. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Company Equityholders may vote. The Company is not party to any equityholder agreement, voting agreement, proxies, registration rights agreement or other...
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (1) 400,000 shares of Company Common Stock, of which 217,619.2176 shares are issued and outstanding and (2) 224,800 shares of Company Preferred Stock, of which 42,800 are designated Series A Preferred Stock (of which 42,750.0000 are issued and outstanding), 80,000 are designated Series A-1 Preferred Stock (of which 60,013.4506 are issued and outstanding), 57,000 are designated Series B Preferred Stock (of which 57,000.0000 are issued and outstanding) and 45,000 are designated Series C Convertible Preferred Stock (of which 16,802.4526 are issued and outstanding). As of the date hereof, the number of shares of Company Common Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company Options. The outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof, Company Warrants exercisable for 9,814.0220 shares of Company Common Stock are issued and outstanding. The Company’s Governing Documents, the “put rights” under subscription agreements in respect of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions.
(b) Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1, 2021, (i) of holders of capital stock (including the number of shares owned by such person) and warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and (ii) of holders of outstanding Company equity awards (including Company Options), including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, the vesting schedule, where applicable, and the exercise price, where applicable. Other than as set forth in Section 5.06(a) or (b) of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock or, or other equity intere...
Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (1) 200,000,000 shares of Company Common Stock, of which 1,000 shares are outstanding, all of which are held by Monex as the sole shareholder of the Company, and (2) 25,000,000 shares of Company Preferred Stock, none of which are outstanding. The outstanding shares of Equity Securities of the Company (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) are free and clear of all Liens (other than the restrictions under applicable Securities Laws, transfer restrictions existing under the terms of the Governing Documents of the Company, and Permitted Liens) and (iii) are not subject to any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) or preemptive or similar rights.
(b) Other than as set forth in this Section 6.06 or in Section 6.06 of the Company Disclosure Letter or contemplated in this Agreement, there are (i) no subscriptions, puts, calls, obligations, options, warrants or other rights (including preemptive rights), commitments or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, sell or otherwise transfer, any Equity Securities in, or other securities convertible into or exchangeable or exercisable for Company Stock, (ii) no Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any Equity Securities of the Company, (iii) no restricted shares, stock appreciation rights, equity equivalents, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in the Company, (iv) as of the date hereof, (A) no obligations or commitments of the Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person (other than any Subsidiary of the Company), and (B) no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on a...
Current Capitalization. As of the Closing, the capitalization of Isodiol is as set forth in the financial statements filed with its periodic securities filings. The outstanding capital stock of Isodiol has been duly authorized and issued and is fully paid and nonassessable.
Current Capitalization. (a) As of the date hereof, the share capital of the Company is set at $27,469.429 and consists of (i) 6,448 class A1 shares, (ii) 6,448 class B1 shares, (iii) 1,957,845 class C1 shares, (iv) 5,498,688 class C2 shares and (v) 20,000,000 class V shares, all in registered form and having a nominal value of $0.001, each, issued and outstanding as of the date of this Agreement. Set forth on Schedule 5.06(a) is a true, correct and complete list of each holder of shares or other equity interests of the Company and the number of shares or other equity interests held by each such holder as of the date hereof. Except as set forth on Schedule 5.06(a), as of the date hereof there are no other shares of common stock, preferred stock or other equity interests of the Company authorized, reserved, issued or outstanding. As of the date hereof, 417,479,759 CPECs have been issued and are held by Cision Owner.
(b) As of the date hereof there are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for Company Shares or the equity interests of the Company (except for the CPECs), or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company and (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. As of the date hereof, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. Except as set forth on Schedule 5.06(b), there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote. Except for the Shareholders Agreement, as of the date hereof the Company is not party to any stockholders agreement, voting agreement or registration rights agreement relating to its equity interests.
(c) As of the date hereof, the outstanding shares of capital stock or other equity interests of the Company’s Significant Subsidiaries (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law and (iii) were not issued in brea...
Current Capitalization. (a) Schedule 4.06(a) sets forth the Equity Securities of XxxxxXxxxxxx.xxx (including the number and class or series (as applicable)) and the record ownership (including the percentage interests held thereby) thereof, and except as provided under the XxxxxXxxxxxx.xxx Operating Agreement and the XxxxxXxxxxxx.xxx Support Agreement, such Equity Securities (i) are free and clear of all Liens other than (x) as may be set forth on Schedule 4.06(a), (y) for any restrictions on sales of securities under securities-related Laws and (z) Permitted Liens, (ii) are free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and (iii) have not been issued in violation of preemptive or similar rights. The outstanding Equity Securities of XxxxxXxxxxxx.xxx have been duly authorized and validly issued and are fully paid and non-assessable (where such concepts are applicable). Except for the Equity Securities of XxxxxXxxxxxx.xxx set forth on Schedule 4.06(a), there are no Equity Securities of XxxxxXxxxxxx.xxx reserved, issued or outstanding.
(b) Schedule 4.06(b) sets forth the Equity Securities of Xxxxxxxxxxxx.xxx (including the number and class or series and distribution threshold (as applicable)) and the record ownership (including the percentage interests held thereby) thereof, and except as provided under the Xxxxxxxxxxxx.xxx Operating Agreement and the Xxxxxxxxxxxx.xxx Support Agreement, such Equity Securities are free and clear of all Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. The outstanding Equity Securities of Xxxxxxxxxxxx.xxx have been duly authorized and validly issued and are fully paid and non-assessable. Except for the Equity Securities of Xxxxxxxxxxxx.xxx set forth on Schedule 4.06(b), there are no Equity Securities of Xxxxxxxxxxxx.xxx reserved, issued or outstanding. Each Xxxxxxxxxxxx.xxx Class C Unit constitutes a “profits interest” within the meaning of the Code, Treasury Regulations promulgated thereunder and any published guidance by the Internal Revenue Service (“IRS”) with respect thereto, including Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Revenue Procedure 2001-43, 2001-2 C.B. 191.
(c) Except as set forth on Schedule 4.06(a) or Schedule 4.06(b), there are no outstandi...
Current Capitalization. (a) Section 4.6(a)(i) of the Company Disclosure Schedule sets forth the Equity Securities of Covalto (including the number and class or series (as applicable)) and the record ownership (including the percentage interests held thereby) thereof and such Equity Securities are free and clear of all Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. With respect to each Existing Covalto Option, Section 4.6(a)(ii) of the Company Disclosure Schedule sets forth as of the date hereof: (i) the name of the holder thereof; (ii) the number of Covalto Ordinary Shares issuable upon the exercise of such Existing Covalto Option; (iii) the exercise price and expiration date thereof; (iv) the date of grant thereof, and (v) the vesting schedule (including any acceleration provisions) for such Existing Covalto Option. Five days prior to the Closing Date, Covalto will provide LIVB with a revised version of Sections 4.6(a)(i) and 4.6(a)(ii) of the Company Disclosure Schedule, updated as of the most recent practicable date. Each grant of an Existing Covalto Option was made in accordance in all material respects with the terms of the applicable governing plan document and applicable Law, has an exercise price that is no less than the fair market value of the underlying Covalto Ordinary Share on the date of grant, and is not “nonqualified deferred compensation” for purposes of Section 409A of the Code. The outstanding Equity Securities of Covalto have been duly authorized and validly issued and are fully paid and non-assessable.
(b) There are no outstanding or authorized equity appreciation rights, phantom equity, profit participation or other equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, Covalto. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of Covalto. There are no outstanding contractual obligations of Covalto to repurchase, redeem or otherwise acquire any Equity Securities of Covalto. There are no outstanding bonds, debentures, notes or other Indebtedness of Covalto having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Covalto’s members may vote. Except as set forth in Section 4.6(b) of the Company Disclosure Sche...
Current Capitalization. NVPR has no commitment to issue nor will it issue any member interests or other capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire from NVPR, any of its member interests or capital stock.
Current Capitalization. Schedule 5.06 of the PGHL Schedules sets forth, as of the date hereof, the number and class of issued and outstanding shares of PGHL, the record and beneficial owners thereof and the number and class of shares held by each such record and beneficial owner. The outstanding shares of capital stock or other equity interests of PGHL have been duly authorized and validly issued and are fully paid and nonassessable.
Current Capitalization. As of the Closing, the capitalization of CMC is as set forth in the financial statements filed with its periodic securities filings. The outstanding capital stock of CMC has been duly authorized and issued and is fully paid and nonassessable.