Organization and Capitalization of the Company Sample Clauses

Organization and Capitalization of the Company. 2.1. Effective Date. The provisions of ARTICLE I, Sections 2.1, 2.2, 2.3, 2.4, 5.1, and 5.2, ARTICLE XII and ARTICLE XV are effective and legally binding in accordance with their terms upon Xxxxxxxxx and Nestlé as from, and including, the Execution Date. The other provisions of this Agreement (including its Schedules and Exhibits) will be effective and binding upon Xxxxxxxxx and Nestlé following the performance (or waiver by Xxxxxxxxx and Nestlé) of the actions set out in Schedule 2.1 and the receipt and satisfaction of the Antitrust Approvals, provided that the representations and warranties set out in Sections 5.1, 5.2, 5.3 and 5.4 are true and accurate on such date (the “Effective Date”). The provisions of this Agreement will be effective and legally binding in accordance with its terms on the Company and the Guarantor on, and subject to the occurrence of, the Effective Date.

Organization and Capitalization of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business in all material respects. The Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Company to be so qualified or in good standing, would not have a Material Adverse Effect. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) True and complete copies of (i) the Certificate of Incorporation and all amendments thereto, (ii) the Company’s by-laws, as amended to date, and (iii) the minute books of the Company have been delivered or made available to Optionee. The Company is not in default under, or in violation of, any provision of the Certificate of Incorporation or its by-laws. Such minute books contain true and complete records of all meetings or other actions taken by the board of directors and stockholders of the Company. (c) As of the date of this Agreement, the Company has authorized 30,045,472 shares of Common Stock. The Company is authorized to issue 22,861,837 shares of Preferred Stock, all of which are designated as Series A Preferred Stock. As of the date of this Agreement, 5,892,909 shares of Common Stock and 22,740,608 shares of Series A Preferred Stock have been issued and are outstanding. The Company has reserved 22,861,837 shares of Common Stock for issuance upon conversion of the Series A Preferred Stock. All such issued and outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights created by statute, the Certificate of Incorporation, the Company’s by-laws, as amended to date, or any agreement to which the Company is a party or by which it is bound, and have been issued in co...

Organization and Capitalization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, with an authorized capital consisting solely of 20,000,000 shares of Common Stock, no par value per share, of which 12,800,000 shares of Common Stock are issued and outstanding; all of such 12,800,000 issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable; and there are no other equity securities of any class of the Company authorized, issued, reserved for issuance or outstanding. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of Common Stock. The Stockholders are the record owners of all of the issued and outstanding shares of Common Stock as set forth on Exhibit A hereto. Except for 800,000 shares of common stock of the Buyer, the Company does not own, directly or indirectly, any outstanding capital stock or securities convertible into capital stock of any other corporation or any participating interest in any partnership, joint venture or other business enterprise.

Organization and Capitalization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. The authorized capital of the Company consists of 135,992,548 shares of Common Stock, par value $0.0001 per share, 28,413,291 shares of Series A Preferred Stock, par value $0.01 per share, and 70,789,732 shares of Series B Preferred Stock, par value $0.01 per share. As of the date hereof there are 16,912,145 shares of Common Stock, 28,413,291 shares of Series A Preferred Stock, and 70,512,809 shares of Series B Preferred Stock issued and outstanding, and no shares of the Company’s capital stock are held in its treasury. All the outstanding shares of the Company’s capital stock have been validly issued without violation of any preemptive or similar rights and are fully paid and nonassessable.

Organization and Capitalization of the Company. (a) Each of the Seller and the Company is a corporation duly organized, validly existing and in good standing under the laws of Minnesota, and the Company is qualified to do business in every jurisdiction in which the failure to so qualify could have a Material Adverse Effect on the Company. Schedule 5.1(a) lists all of the jurisdictions in which the Company is qualified to do business as a foreign corporation. Schedule 5.1(b) sets forth all names under which the Company has conducted the Business. The Seller owns all of the issued and outstanding capital stock of the Company and no other Person has any right to, or interest in, the outstanding capital stock of the Company or has any right, contingent or otherwise, to purchase, acquire or own, directly or indirectly, any equity interest in the Company. Schedule 5.1 (a) lists all the directors and officers of the Company. The Seller has delivered to the Buyer correct and complete copies of the articles of incorporation and by-laws or other similar governing documents of the Company (as amended to date). The minute books (containing the records of meetings of the shareholders, the board of directors (or any similar person or body of persons), and any committees of the board of directors (or any similar person or body of persons)), the stock certificate books, and the stock record books of the Company, copies of which have been provided to the Buyer, are correct and complete in all respects. The Company is not in default under, or in violation of, any provision of its articles of incorporation or by-laws or other similar governing documents of the Company. (b) The entire authorized capital stock of the Company consists of 1,000,000 shares of Common Stock, of which 1,000 shares are issued and outstanding. All of the issued and outstanding shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are owned of record and beneficially by the Seller in the amounts set forth on Schedule 5.1(b), free and clear of any Lien. There are no outstanding or authorized options, warrants, preemptive rights, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. There are no voting trusts, p...

Organization and Capitalization of the Company. (a) The Company (i) is a corporation duly organized, validly existing and in good standing under the Laws of the state of California and (ii) has the corporate power and authority to own or lease and to operate its assets and to conduct its business as currently conducted. (b) Schedule 4.1 sets forth the authorized capital stock of the Company and indicates the number of issued and outstanding shares of the Company (such issued and outstanding shares of the Company, the “Company Shares”), together with the par value, if applicable. The Company Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except for the Company Shares, there are no outstanding equity securities of the Company, including (i) securities which are convertible into or exchangeable for any capital stock of the Company, (ii) contracts, arrangements, commitments or restrictions relating to the issuance, sale, transfer, purchase or obtaining of capital stock or other equity securities of the Company, including voting trusts or other agreements relating to the voting of any of the Company Shares, or (iii) options, warrants, rights, calls or commitments of any character granted or issued by the Company governing the issuance of shares of its capital stock. (c) All of the Company Shares are held, beneficially and of record, by the Shareholders as set forth on Schedule 4.1 without Encumbrances except as otherwise set forth thereon. (d) No Person has any preemptive right to purchase any equity security of the Company, and other than the Company Shares, there are no outstanding equity securities in the Company giving the owner or holder thereof the right to vote on any matters on which shareholders of the Company may vote.

Organization and Capitalization of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions listed in Schedule 5.1(a), which jurisdictions are the only ones in which the ownership or leasing of the Company’s assets or the conduct of the Company’s business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No other jurisdiction has made a written demand, request or has otherwise indicated in writing that the Company is required so to qualify on account of the ownership or leasing of its assets or the conduct of its business. The Company has full corporate power and authority to own or lease and to operate and use its assets and to carry on its business as now conducted. (b) Except as set forth in Schedule 5.1(b), true and complete copies of (i) the Certificate of Incorporation and all amendments thereto, (ii) the Company’s by-laws, as amended ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. to date, and (iii) the minute books of the Company have been delivered or made available to Parent. The Company is not in default under, or in violation of, any provision of the Certificate of Incorporation or its by-laws. Such minute books contain true and complete records of all meetings or other actions taken by the board of directors and stockholders of the Company. (c) The authorized capital stock of Company consists of (i) 600,000,000 shares of Voting Common Stock, of which 23,323,212 shares are issued and outstanding, (ii) 6,000,000 shares of Non-Voting Common Stock, of which 4,889,464 shares are issued and outstanding, and (iii) 164,145,000 shares of Preferred Stock, of which (A) 23,000,000 shares are designated Series A Preferred Stock, of which 21,138,150 shares are issued and outstanding, (B) 3,500,000 shares are designated Series B Junior Preferred Stock, of which 3,444,802 shares are issued and outstanding, (C) 13,250,000 shares are designated Series C-1 Preferred Stock, of which 13,146,503 shares are issued and outstanding, (D) 114,775,000 shares a...

Organization and Capitalization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. As of the date hereof, the authorized capital of the Company consists of forty million (40,000,000) shares of Common Stock and one million (1,000,000) shares of Preferred Stock, of which four million six hundred ninety-eight thousand four hundred seventy-one (4,698,471) shares of Common Stock and no shares of Preferred Stock are issued and outstanding. The Company has, and at all times during the Exercise Period will have, reserved for issuance pursuant to the Warrants that number of shares of Common Stock that are issuable pursuant to the Warrants. No unissued shares of Common Stock are reserved for any purpose other than: (i) for issuance upon the exercise of the Warrants, (ii) four hundred seventy-seven thousand one hundred nineteen (477,119) shares of Common Stock reserved for issuance upon the exercise of employee stock options, and (iii) one hundred nineteen thousand four hundred one (119,401) shares of Common Stock reserved for issuance upon the exercise of warrants other than this Warrant and under certain other agreements of the Company as in existence on the date hereof. There are no preemptive rights in effect with respect to the issuance of any shares of Common Stock. All the outstanding shares of Common Stock and Preferred Stock have been validly issued without violation of any preemptive or similar rights, are fully paid and nonassessable and have been issued in compliance with all federal and applicable state securities laws.

Organization and Capitalization of the Company. In the case of ---------------------------------------------- the Company it is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania; and its authorized capital stock as of the date hereof consists of 200,000,000 authorized shares of the Company Common Stock, of which 30,666,729 shares were issued and outstanding as of December 31, 1996, and 10,000,000 authorized shares of preferred stock, par value $25.00 per share, of which no shares are issued and outstanding.

Organization and Capitalization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. The authorized capital of the Company consists of _________________ shares of Common Stock, par value $0.0001 per share. As of the date hereof there are _______________ shares of Common Stock issued and outstanding, and no shares of the Company’s capital stock are held in its treasury. All the outstanding shares of the Company’s capital stock have been validly issued without violation of any preemptive or similar rights and are fully paid and nonassessable.