NAMES AND CAPITAL STRUCTURE. The corporate names, jurisdictions of incorporation, authorized and issued Equity Interests and record holders of such Equity Interests of each Obligor are as follows: Commercial Vehicle Group, Inc. National Seating Company Delaware Delaware Common Stock: 30,000,000 shares Preferred Stock: 5,000,000 shares Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 21,536,814 shares (as of 9/30/08) Common Stock: 1,705,888.803 shares The Common Stock of Commercial Vehicle Group, Inc. is listed on the NASDAQ under the ticker symbol “CVGI”. As such, Commercial Vehicle Group, Inc. is required to make periodic disclosures in filings with the Securities and Exchange Commission regarding ownership of its Common Stock. Commercial Vehicle Group, Inc. — 1,705,838.803 shares of Common Stock Xxxxxx Xxxx — 10 shares of Common Stock Jo Xxx Xxxx — 10 shares of Common Stock Xxxxx Xxxxxxxx — 30 shares of Common Stock CVG CS LLC Delaware n/a n/a National Seating Company — 100% of the Membership Interests MONONA CORPORATION Delaware Common Stock — 100 shares Common Stock — 100 shares Commercial Vehicle Group, Inc. — 100 shares of Common Stock Monona Wire Corporation Iowa Class A Common Stock — 1 share Class A Common Stock — 1 share MONONA CORPORATION - 1 share of Class A Common Stock Monona (Mexico) Holdings LLC Illinois n/a n/a Monona Wire Corporation — 100% of the Membership Interests Trim Systems, Inc. Delaware Class A-1 Common Stock: 400,000 shares Class A-2 Common Stock: 150,000 shares Class B Common Stock: Class A-1 Common Stock: 1,000 shares Commercial Vehicle Group, Inc. — 1,000 shares of Class A-1 Common Stock 450,000 shares Class C Common Stock: 100,000 shares Trim Systems Operating Corp. Delaware Common Stock: 1,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - 1,000 shares of Common Stock CABARRUS PLASTICS, INC. North Carolina Common Stock: 100,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - 1,000 shares of Common Stock CVG Oregon, LLC Delaware n/a n/a Trim Systems Operating Corp. - 100% of the Membership Interests CVS Holdings, Inc. Delaware Common Stock: 125,000 shares Common Stock: 124,908 shares Commercial Vehicle Group, Inc. - 124,908 shares of Common Stock Xxxxxxx Devices, Inc. Delaware Common Stock — 1,000 shares Common Stock — 1,000 shares CVS Holdings, Inc. - 1,000 shares of Common Stock Mayflower Vehicle Systems, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests CVG Management Corporation Delaware Common Stock — 100 shares Common Stock — 100 shares Commercial Vehicle Group, Inc. — 100 shares of Common Stock CVG European Holdings, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests CVG Logistics, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests
Appears in 1 contract
Samples: Intercreditor Agreement (Commercial Vehicle Group, Inc.)
NAMES AND CAPITAL STRUCTURE. 1. The corporate names, jurisdictions of incorporation, authorized and issued Equity Interests and record holders of such Equity Interests of each Obligor are as follows: Commercial Vehicle Group, Inc. National Seating Company Delaware Delaware Common Stock: 30,000,000 shares Preferred Stock: 5,000,000 shares Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 21,536,814 shares (as of 9/30/08) Common Stock: 1,705,888.803 shares The Common Stock of Commercial Vehicle Group, Inc. is listed on the NASDAQ under the ticker symbol “CVGI”. As such, Commercial Vehicle Group, Inc. is required to make periodic disclosures in filings with the Securities and Exchange Commission regarding ownership of its Common Stock. National Seating Company Delaware Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 1,705,888.803 shares Commercial Vehicle Group, Inc. — - 1,705,838.803 shares of Common Stock Xxxxxx Xxxx — 10 shares of Common Stock Jo Xxx Xxxx — 10 shares of Common Stock Xxxxx Xxxxxxxx — 30 shares of Common Stock CVG CS LLC Delaware n/a n/a National Seating Company — 100% of the Membership Interests MONONA CORPORATION Delaware Common Stock — 100 shares Common Stock — 100 shares Commercial Vehicle Group, Inc. — 100 shares of Common Stock Monona Wire Corporation Iowa Class A Common Stock — 1 share Class A Common Stock — 1 share MONONA CORPORATION - — 1 share of Class A Common Stock Monona (Mexico) Holdings LLC Illinois n/a n/a Monona Wire Corporation — 100% of the Membership Interests Trim Systems, Inc. Delaware Class A-1 Common Stock: 400,000 shares Class A-2 Common Stock: 150,000 shares Class B Common Stock: Class A-1 Common Stock: 1,000 shares Commercial Vehicle Group, Inc. — 1,000 shares of Class A-1 Common Stock Class B Common Stock: 450,000 shares Class C Common Stock: 100,000 shares Trim Systems Operating Corp. Delaware Common Stock: 1,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - — 1,000 shares of Common Stock CABARRUS PLASTICS, INC. North Carolina Common Stock: 100,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - — 1,000 shares of Common Stock CVG Oregon, LLC Delaware n/a n/a Trim Systems Operating Corp. - — 100% of the Membership Interests CVS Holdings, Inc. Delaware Common Stock: 125,000 shares Common Stock: 124,908 shares Commercial Vehicle Group, Inc. - — 124,908 shares of Common Stock Xxxxxxx Devices, Inc. Delaware Common Stock — 1,000 shares Common Stock — 1,000 shares CVS Holdings, Inc. - 1,000 shares of Common Stock Mayflower Vehicle Systems, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests CVG Management Corporation Delaware Common Stock — 100 shares Common Stock — 100 shares Commercial Vehicle Group, Inc. — 100 shares of Common Stock CVG European Holdings, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests CVG Logistics, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests
2. All agreements binding on holders of Equity Interests of Obligors with respect to such interests are as follows:
(a) Registration Agreement by and among Xxxxxxx Holding, Inc. and certain of its stockholders, dated as of October 5, 2000.
(b) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxxx Xxxx, dated as of April 5, 2006.
(c) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxxx X. Xxxxxxxxx, dated as of April 5, 2006.
(d) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxx X. Xxxxx, dated as of April 5, 2006.
(e) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxx X. Xxxxxxxx, dated as of April 5, 2006.
(f) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxxxx Xxxxxx Xxxx, dated as of May 22, 2007.
(g) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxx X. Xxxxxxx, dated as of May 22, 2007.
3. All outstanding purchase options, warrants, subscription rights, agreements to issue or sell, or convertible interests relating to Equity Interests of any Obligor are as follows:
(a) Options and other rights relating to the equity of Commercial Vehicle Group, Inc. granted under the Xxxxxxx Holding, Inc. 2004 Stock Option Plan, adopted May 20, 2004.
(b) Commercial Vehicle Group, Inc. Second Amended and Restated Equity Incentive Plan, adopted May 22, 2007.
(c) Certificate of Incorporation of National Seating Company.
4. Within the five years preceding the Closing Date, Obligors have consummated the following transactions:
(a) On December 4, 2007, CVG CS LLC acquired substantially all of the assets of Short Bark Industries, LLC.
(b) On October 31, 2007, CVG Oregon LLC acquired the heavy-gauge thermoforming and injection molding assets of the Fabrication Division of Gage Industries, Inc.
(c) On February 7, 2005, CVG Acquisition LLC (Mayflower Vehicle Systems, LLC) acquired substantially all of the assets of Mayflower Vehicle Systems, Inc.
(d) On September 15, 2004, Trim Systems, L.L.C. and Tempress, Inc. merged up and into Trim Systems Operating Corp. with Trim Systems Operating Corp. as the surviving entity.
(e) On August 2, 2004, Trim Merger Co., a wholly-owned subsidiary of Commercial Vehicle Group, Inc., merged into Trim Systems, Inc. with Trim Systems, Inc. as the surviving entity.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
NAMES AND CAPITAL STRUCTURE. The corporate names, jurisdictions of incorporation, authorized and issued Equity Interests Capital Stock and record holders of such Equity Interests Capital Stock for Borrower and each of each Obligor its Subsidiaries are as follows: Commercial Vehicle Group, Inc. National Seating Company Delaware Delaware Common Stock: 30,000,000 shares Preferred Stock: 5,000,000 shares Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 21,536,814 shares (as of 9/30/08) Common Stock: 1,705,888.803 shares The Common Stock of Commercial Vehicle Group, Inc. is listed on the NASDAQ under the ticker symbol “CVGI”. As such, Commercial Vehicle Group, Inc. is required to make periodic disclosures in filings with the Securities and Exchange Commission regarding ownership of its Common Stock. National Seating Company Delaware Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 1,705,888.803 shares Commercial Vehicle Group, Inc. — 1,705,838.803 shares of Common Stock Xxxxxx Xxxx — 10 shares of Common Stock Jo Xxx Xxxx — 10 shares of Common Stock Xxxxx Xxxxxxxx — 30 shares of Common Stock CVG CS LLC Delaware n/a n/a National Seating Company — 100% of the Membership Interests MONONA CORPORATION Delaware Common Stock — 100 shares Common Stock — 100 shares Commercial Vehicle Group, Inc. — 100 shares of Common Stock Monona Wire Corporation Iowa Class A Common Stock — 1 share Class A Common Stock — 1 share MONONA CORPORATION - — 1 share of Class A Common Stock Monona (Mexico) Holdings LLC Illinois n/a n/a Monona Wire Corporation — 100% of the Membership Interests Trim Systems, Inc. Delaware Class A-1 Common Stock: 400,000 shares Class A-2 Common Stock: 150,000 shares Class B Common Stock: 450,000 shares Class C Common Stock: 100,000 shares Class A-1 Common Stock: 1,000 shares Commercial Vehicle Group, Inc. — 1,000 shares of Class A-1 Common Stock 450,000 shares Class C Common Stock: 100,000 shares Trim Systems Operating Corp. Delaware Common Stock: 1,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - — 1,000 shares of Common Stock CABARRUS PLASTICS, INC. North Carolina Common Stock: 100,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - — 1,000 shares of Common Stock CVG Oregon, LLC Delaware n/a n/a Trim Systems Operating Corp. - — 100% of the Membership Interests CVS Holdings, Inc. Delaware Common Stock: 125,000 shares Common Stock: 124,908 shares Commercial Vehicle Group, Inc. - — 124,908 shares of Common Stock Xxxxxxx Devices, Inc. Delaware Common Stock — 1,000 shares Common Stock Stock— 1,000 shares CVS Holdings, Inc. - Inc.— 1,000 shares of Common Stock Mayflower Vehicle Systems, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests CVG Management Corporation Delaware Common Stock — 100 shares Common Stock — 100 shares Commercial Vehicle Group, Inc. — 100 shares of Common Stock CVG European Holdings, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests CVG Logistics, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — 100% of the Membership Interests
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
NAMES AND CAPITAL STRUCTURE. 1. The corporate names, jurisdictions of incorporation, authorized and issued Equity Interests and record holders of such Equity Interests of each Obligor are as follows: Commercial Vehicle Group, Inc. National Seating Company Delaware Delaware Common Stock: 30,000,000 shares Preferred Stock: 5,000,000 shares Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 21,536,814 shares (as of 9/30/08) Common Stock: 1,705,888.803 shares The Common Stock of Commercial Vehicle Group, Inc. is listed on the NASDAQ under the ticker symbol “CVGI”. As such, Commercial Vehicle Group, Inc. is required to make periodic disclosures in filings with the Securities and Exchange Commission regarding ownership of its Common Stock. National Seating Company Delaware Common Stock: 2,000,000 shares Series A Preferred Stock: 100,000 shares “Blank Check” Preferred Stock: 2,700,000 shares Common Stock: 1,705,888.803 shares Commercial Vehicle Group, Inc. — - 1,705,838.803 shares of Common Stock Xxxxxx Xxxx — - 10 shares of Common Stock Jo Xxx Xxxx — - 10 shares of Common Stock Xxxxx Xxxxxxxx — - 30 shares of Common Stock CVG CS LLC Delaware n/a n/a National Seating Company — - 100% of the Membership Interests MONONA CORPORATION Delaware Common Stock — - 100 shares Common Stock — - 100 shares Commercial Vehicle Group, Inc. — - 100 shares of Common Stock Monona Wire Corporation Iowa Class A Common Stock — - 1 share Class A Common Stock — - 1 share MONONA CORPORATION - 1 share of Class A Common Stock Monona (Mexico) Holdings LLC Illinois n/a n/a Monona Wire Corporation — - 100% of the Membership Interests Trim Systems, Inc. Delaware Class A-1 Common Stock: 400,000 shares Class A-2 Common Stock: 150,000 shares Class B Common Stock: 450,000 shares Class C Common Stock: 100,000 shares Class A-1 Common Stock: 1,000 shares Commercial Vehicle Group, Inc. — - 1,000 shares of Class A-1 Common Stock 450,000 shares Class C Common Stock: 100,000 shares Trim Systems Operating Corp. Delaware Common Stock: 1,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - 1,000 shares of Common Stock CABARRUS PLASTICS, INC. North Carolina Common Stock: 100,000 shares Common Stock: 1,000 shares Trim Systems, Inc. - 1,000 shares of Common Stock CVG Oregon, LLC Delaware n/a n/a Trim Systems Operating Corp. - 100% of the Membership Interests CVS Holdings, Inc. Delaware Common Stock: 125,000 shares Common Stock: 124,908 shares Commercial Vehicle Group, Inc. - 124,908 shares of Common Stock Xxxxxxx Devices, Inc. Delaware Common Stock — - 1,000 shares Common Stock — - 1,000 shares CVS Holdings, Inc. - 1,000 shares of Common Stock Mayflower Vehicle Systems, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — - 100% of the Membership Interests CVG Management Corporation Delaware Common Stock — - 100 shares Common Stock — - 100 shares Commercial Vehicle Group, Inc. — - 100 shares of Common Stock CVG European Holdings, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — - 100% of the Membership Interests CVG Logistics, LLC Delaware n/a n/a Commercial Vehicle Group, Inc. — - 100% of the Membership Interests
2. All agreements binding on holders of Equity Interests of Obligors with respect to such interests are as follows:
(a) Registration Agreement by and among Xxxxxxx Holding, Inc. and certain of its stockholders, dated as of October 5, 2000.
(b) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxxx Xxxx, dated as of April 5, 2006.
(c) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxxx X. Xxxxxxxxx, dated as of April 5, 2006.
(d) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxx X. Xxxxx, dated as of April 5, 2006.
(e) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxx X. Xxxxxxxx, dated as of April 5, 2006.
(f) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxxxx Xxxxxx Xxxx, dated as of May 22, 2007.
(g) Change in Control & Non-Competition Agreement by and between Commercial Vehicle Group, Inc., its subsidiaries, successors and assigns and Xxxxx X. Xxxxxxx, dated as of May 22, 2007.
3. All outstanding purchase options, warrants, subscription rights, agreements to issue or sell, or convertible interests relating to Equity Interests of any Obligor are as follows:
(a) Options and other rights relating to the equity of Commercial Vehicle Group, Inc. granted under the Xxxxxxx Holding, Inc. 2004 Stock Option Plan, adopted May 20, 2004.
(b) Commercial Vehicle Group, Inc. Second Amended and Restated Equity Incentive Plan, adopted May 22, 2007.
(c) Certificate of Incorporation of National Seating Company.
4. Within the five years preceding the Closing Date, Obligors have consummated the following transactions:
(a) On December 4, 2007, CVG CS LLC acquired substantially all of the assets of Short Bark Industries, LLC.
(b) On October 31, 2007, CVG Oregon LLC acquired the heavy-gauge thermoforming and injection molding assets of the Fabrication Division of Gage Industries, Inc.
(c) On February 7, 2005, CVG Acquisition LLC (Mayflower Vehicle Systems, LLC) acquired substantially all of the assets of Mayflower Vehicle Systems, Inc.
(d) On September 15, 2004, Trim Systems, L.L.C. and Tempress, Inc. merged up and into Trim Systems Operating Corp. with Trim Systems Operating Corp. as the surviving entity.
(e) On August 2, 2004, Trim Merger Co., a wholly-owned subsidiary of Commercial Vehicle Group, Inc., merged into Trim Systems, Inc. with Trim Systems, Inc. as the surviving entity.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)