Seller Capitalization. The authorized capital stock of Seller consists of 100,000,000 shares divided into 20,000,000 preferred shares, $.01 par value per share, of which none are issued and outstanding, and 70,000,000 shares of Seller's Class A Common Stock, par value $0.01 per share, 2,744,962 of which are outstanding and 10,000,000 shares of Seller's Class B Common Stock par value $.01 per share, of which 2,760,000 shares are outstanding. Seller has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the stockholders of Seller on any matter. All issued and outstanding shares of Seller Class A and Class B stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.
Seller Capitalization. Until the final determination of the Final Purchase Price and payment required to be made by the Seller to Buyer in accordance with Section 1.6(d) or Section 6.20, Seller shall have adequate liquidity so that Seller, if necessary, can make any such payments to Buyer pursuant to Section 1.6(d) or Section 6.20.
Seller Capitalization. The capitalization of the Seller is as set forth on Exhibit B (the “Seller Interests”). The Seller Interests constitute all of the issued and outstanding limited liability company interests, Equity Securities, or similar interests of the Seller and are duly authorized and were validly issued in compliance with the Seller’s Governing Documents and all applicable securities Laws. There are no, and as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement, there will not be, any Contracts, options, warrants, call rights, puts, convertible securities, exchangeable securities, understandings or other rights, arrangements or understandings of any kind to issue, repurchase, redeem, sell, deliver or otherwise acquire or cause to be issued, repurchased, redeemed, sold, delivered or acquired, any limited liability company interests, Equity Securities, Debt or similar interests in the Seller. The Seller has no Subsidiaries. Except as contemplated by the Governing Documents of the Seller, there are no voting trusts, limited liability company agreements, proxies or other agreements, understandings or obligations in effect with respect to the voting, transfer or sale (including any rights of first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive or anti-dilution rights), redemption or repurchase (including any put or call or buy-sell rights), or registration (including any related lock-up or market standoff agreements) of any membership interests of Seller.
Seller Capitalization. Seller agrees that (a) for twelve (12) months following the Closing, Seller will maintain cash or cash equivalents in an account within the United States in an amount at least equal to $5,000,000 and (b) from the first anniversary of the Closing Date to the sixth anniversary of the Closing Date, Seller will maintain cash or cash equivalents in an account within the United States in an amount at least equal to fifty percent (50%) of the then remaining Retention. Seller will have available to it at all times sufficient funds to meet its obligations under Section 9.8.
Seller Capitalization. As of the date hereof, the authorized capital stock of Seller consists of 15,000,000 shares of Class A common stock, no par value ("Seller Shares"), 100,000 shares of Class B common stock, no par value, and 10,000,000 shares of preferred stock, no par value. 966 Seller Shares are issued and outstanding as of the date hereof, all of which are owned by the Shareholders. Seller has no other class of capital stock authorized or outstanding. None of Seller's
Seller Capitalization. As of the date of this Agreement, the authorized capital stock of the Seller consists of 1,500 shares of common stock, no par value, of which 400 shares are issued and outstanding (the “Seller Shares”). All of the Seller Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Stockholders, free and clear of all Encumbrances. All of the Seller Shares were issued in compliance with applicable Laws. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Seller or obligating the Stockholders or the Seller to issue or sell any shares of capital stock of, or any other interest in, the Seller. The Seller does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Seller Shares.
Seller Capitalization. Seller is authorized to issue 10,000 shares of stock, $1.00 par value per share, of which 5,000 are Class A Common Stock and 5,000 are Class B Common Stock. Shareholder owns, beneficially and of record 100 shares of Class A Common Stock of Seller free and clear of all Liens, which constitutes all of the outstanding shares of capital stock of Seller.
Seller Capitalization. Schedule 3.02 of the Disclosure Schedule sets forth the issued and outstanding respective partnership interests of the limited partners and the general partner of Seller. Except as disclosed on Schedule 3.02 of the Disclosure Schedule, there are no outstanding (a) securities of Seller; (b) securities of Seller convertible into or exchangeable for partnership interests or other ownership interests in Seller, or (c) subscriptions, options, warrants, or other rights or other Contracts to acquire partnership interests from Seller, and no obligation of Seller to issue, any (i) partnership interest of Seller, or (ii) securities convertible into or exchangeable for partnership interest or other ownership interests of Seller, and no obligation of Seller to grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other similar Contract.
Seller Capitalization. (a) The authorized capital stock of Seller currently consists, and at the Closing will consist, exclusively of 980,000 shares of capital stock: (i) of which 971,625 shares of Seller Common Stock are issued and outstanding as of the date of this Agreement, all of which are duly authorized, validly issued and outstanding, fully paid and nonassessable; and (ii) no shares are held in the treasury of Seller. To the Knowledge of Seller, none of the shares of Seller Common Stock are, nor on the Closing Date will they be, subject to any claim of right that would prevent or delay the consummation of the Contemplated Transactions, except for any liens that will be released at or prior to the Closing (which liens are disclosed on Schedule 4.4).
(b) None of the shares of Seller Common Stock have been issued in violation of any federal or state securities laws or any other Legal Requirement. Except as disclosed in Schedule 4.4, since December 31, 2012, no shares of Seller Common Stock have been purchased, redeemed or otherwise acquired, directly or indirectly, by Seller, and no dividends or other distributions payable in any equity securities of Seller have been declared, set aside, made or paid to Seller Shareholders. To the Knowledge of Seller, none of the shares of authorized capital stock of Seller are, nor on the Closing Date will they be, subject to any claim of right inconsistent with this Agreement. Schedule 4.4 sets forth the name of each holder of Restricted Shares (each, a “Restricted Stock Holder”) and the number of Restricted Shares held by each such Restricted Stock Holder as well as the applicable vesting terms. Except as set forth on Schedule 4.4 or as otherwise contemplated in this Agreement, there are, as of the Agreement Date, no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls or other rights obligating Seller to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of Seller, and except as provided in this Section 4.4 or as otherwise disclosed in this Agreement, Seller is not a party to any Contract relating to the issuance, purchase, sale or transfer of any equity securities or other securities of Seller. Seller does not own or have any Contract to acquire any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business except as set forth on Schedule 4.4.
(c) Seller acknowledges that the ...
Seller Capitalization. There are no options, convertible notes, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Seller is a party or by which it is bound obligating Seller to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any membership interest of Seller or obligating Seller to grant, extend, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized membership interest appreciation rights, phantom membership interest rights, profit participation or other similar rights with respect to Seller. There are no voting trusts, proxies, or other agreements or understandings with respect to the membership interest of Seller.
