Formation and Capitalization of Newco Sample Clauses

Formation and Capitalization of Newco. (a) As soon as practical following the Effective Date and in any event prior to the Contributions (as defined below), First American and FARES shall organize a Delaware limited liability company (“Newco”). Immediately prior to the Closing Time First American and FARES, as the case may be, will simultaneously take the following actions: (i) First American will contribute and transfer to the capital of Newco 16,027,286 shares of the Class B common stock of First Advantage (with such number of shares to be ratably adjusted to account for any stock split, stock dividend, stock combination or similar transaction or recapitalization affecting the outstanding Class B Common Stock at any time from the Effective Date until the Closing Time), which shares constitute all of the voting securities of First Advantage held by First American as of the date hereof, (ii) FARES will contribute and transfer to the capital of Newco all assets and liabilities required to be transferred by Newco to FADV or its wholly-owned subsidiary pursuant to Article IV of the FARES Contribution Agreement (as defined below) (the “FARES Assets”), (iii) First American will and will cause its subsidiary First American Real Estate Information Services, Inc. (“FAREISI”), as the case may be, to contribute and transfer to the capital of Newco the assets required to be transferred by Newco to FADV or its wholly-owned subsidiary pursuant to Section 6.1(a) of the First American Contribution Agreement (as defined below) (the “First American Assets”) and (iv) First American will contribute and transfer to the capital of Newco the FADV Note (as defined in the First American Contribution Agreement (the contributions described in this sentence, the “Contributions”). In consideration of the Contributions, First American and FARES shall cause Newco to issue (I) to First American membership interests equal to 61.2518% of all of the membership interests of Newco, (II) to FAREISI membership interests equal to 1.1645% of all of the membership interests of Newco and (III) to FARES membership interests equal to 37.5837% of all of the membership interests of Newco. In the event that after the Closing Time Newco receives additional voting securities of First Advantage in connection with the DealerTrack Earn Out (as defined in the First American Contribution Agreement) (the “DealerTrack Shares”), following the receipt of such additional voting securities Newco will issue additional membership interests to First Americ...
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Formation and Capitalization of Newco. (a) As soon as practical following the Effective Date and in any event prior to the Closing Time, First American and FARES shall organize a Delaware limited liability company (“Newco”). At the Closing Time and after giving effect to the closing of the First Advantage Transaction, each of FARES and First American shall contribute and transfer to the capital of Newco all voting securities of First Advantage held by such entities (the “Contribution”; the voting securities of First Advantage contributed to Newco by First American and its subsidiaries (other than FARES and Newco) are hereinafter referred to as the “First American Contributed Securities” and the voting securities of First Advantage contributed to Newco by FARES are hereinafter referred to as the “FARES Contributed Securities”), in consideration for which First American and Experian will cause Newco to issue membership interests to First American and FARES in the proportion that the First American Contributed Securities and the FARES Contributed Securities, respectively, are to the total First Advantage securities held by Newco. In the event that after the Closing Time either FARES or First American receives additional voting securities of First American pursuant to the terms of the First Advantage Transaction, (i) such securities shall be contributed immediately upon issuance to Newco and shall constitute First American Contributed Securities, to the extent contributed by First American, and FARES Contributed Securities, to the extent contributed by FARES and (ii) following such contribution, Newco will issue additional membership interests to the contributing party so that the amount of membership interests held by First American and FARES is in the proportion that the First American Contributed Securities and the FARES Contributed Securities, respectively, are to the total First Advantage securities held by Newco.
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Formation and Capitalization of Newco 
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Related to Formation and Capitalization of Newco

  • Organization and Capitalization The organizational structure and pro-forma capitalization of the Obligors, after giving effect to the Transactions, as set forth on Schedule 7.20 shall be reasonably satisfactory to the Administrative Agent.

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Capitalization and Ownership (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.

  • Capitalization of the Company a. The authorized capital stock of the Company consists of 101,000,000 shares: 100,000,000 shares are authorized as Common Stock, of which 11,424,631 shares are, and will be, issued and outstanding immediately prior to the Share Exchange, and 1,000,000 shares are authorized as preferred stock, par value $0.01, of which no shares are issued and outstanding.

  • Capitalization of Parent (a) As of the date hereof, Parent has an authorized capitalization consisting of (x) 95,000,000 shares of common stock, of which as of December 31, 2007, 34,572,614 shares are issued and outstanding, 2,027,503 shares of Parent Common Stock are reserved for issuance and 2,174,828 shares are held in Parent’s treasury, and (y) 5,000,000 shares of preferred stock, par value $.01 per share, of which no shares are issued and outstanding. All such outstanding shares of common stock of Parent have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of, any preemptive rights. Except as described above, no shares of common stock of Parent are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 5.4(a) of the Parent Disclosure Letter, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Parent, pursuant to which Parent or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, common stock of Parent, any other equity of or other voting interest in, Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, Parent. There is no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, Parent. Neither Parent nor any of its Subsidiaries has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of Parent on any matter. There are no Contracts to which Parent or any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, Parent or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Parent. There are no irrevocable proxies and no voting agreements with respect to any membership interests of, or other equity or voting interest in, Parent.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the 103 Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Capitalization and Subsidiaries Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

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