Title and Capitalization Sample Clauses

Title and Capitalization. Seller has good and indefeasible title to, and is the record and beneficial owner of, the Membership Interests as set forth in the recitals of this Agreement, free and clear of any lien, encumbrance, or adverse claim. There are no outstanding options, warrants, calls, or other rights or agreements to which Seller is a party requiring Seller to sell or transfer the Membership Interests to any Person other than as provided in this Agreement. The issued and outstanding ownership interests of the Company consists solely of the Membership Interests, all of which are owned and held by Seller and there are no options, warrants, calls, rights or Contracts to which any Seller or the Company is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares, capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase additional equity securities of the Company. There are no outstanding appreciation, phantom equity, profit participation or similar rights with respect to the Company. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which equityholders of the Company may vote. There are no voting trusts, irrevocable proxies or other contracts or understandings to which the Company is a party or is bound with respect to the voting or consent of the Membership Interest. The Company is not, nor since its formation has it been, the holder or beneficial owner of any share, debenture, mortgage, or equity security (or interest therein) in any other Person, or a member of any partnership or unincorporated association or limited liability company. The representation and warranty set forth in this Section 6.1(d) is the “Title Representation”.
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Title and Capitalization. BHE has and at the Second Closing shall convey to Penobscot good, valid and marketable title to the PHC Stock, free and clear of all Encumbrances. 1.10 (a) The authorized, issued and outstanding capital stock of PHC is set forth in Schedule 4.4(b) attached hereto. All of the issued and outstanding shares of capital stock of PHC have been duly and validly authorized and issued and are fully paid and non-assessable and owned of record and beneficially by BHE. No shares of capital stock of PHC were issued in violation of any preemptive rights provided by applicable state or foreign laws or by contractual agreement, or issued or repurchased in violation of any applicable federal or state or foreign laws. There are no preemptive rights with respect to capital stock of PHC. There are no existing options, warrants, calls, commitments or agreements of any character whatsoever calling for the issuance of additional shares of capital stock or other securities of PHC or any voting trusts, voting agreements or similar agreements affecting any of the outstanding shares of capital stock of PHC or securities convertible into or exchangeable for capital stock of PHC. Except as set forth in the West Enfield Project Finance Documents, PHC is not subject to any obligations (contingent or otherwise) to issue or repurchase or otherwise acquire or retire any shares of its capital stock or other securities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person. Any shares of capital stock presently held as treasury shares were acquired in a redemption accomplished in compliance with applicable law. (b) (c) Except for those Permitted Encumbrances which are permitted by definition to survive the First Closing Date, PHC shall have, and at the First Closing shall convey to Penobscot, good, valid and marketable title to the Bangor-Pacific Economic Interest which it purports to own, free and clear of all Encumbrances. (d) 1.11
Sample 1
Title and Capitalization. (a) Therics owns good and valid title to the Contributed Assets (other than the Assumed Contracts) free and clear of any and all Liens, and, after acquiring the IP Assets, will own good and valid title to the IP Assets (other than the Assumed IP Contracts), free and clear of any and all Liens. (b) Immediately prior to the Closing, AFBS will own of record and beneficially 1,000,000 Units of Therics and the same constitute all of the issued and outstanding membership interest in Therics. AFBS has good and valid title to the Purchased Units, free and clear of any Liens. The capitalization of Therics immediately following the Closing shall be as follows: (i) RRT will own 825,000 Units constituting 82.5% of all issued and outstanding membership interest of Therics; and (ii) AFBS will own 175,000 Units constituting 17.5% of all issued and outstanding membership interest of Therics. All of the issued and outstanding membership interests of Therics are validly issued, fully-paid and nonassessable, and have not been issued in violation of any federal or state securities Laws. Except as set forth in the Operating Agreement, no membership interests of Therics have been issued subject to a repurchase option, put or buy back agreement on the part of AFBS. (c) Except as contemplated herein or as contemplated in the Company appreciation rights plan to be approved in connection with the Operating Agreement, there are no 3
Sample 1
Title and Capitalization. (a) The authorized Equity Interests of the Company consist solely of 1,000,000 Common Units, the entirety of which are duly authorized, validly issued and outstanding and free of any preemptive rights, and Seller is the sole record and beneficial owner of all of the outstanding Equity Interests of the Company. Seller has good and valid title to the Common Units, free and clear of all Encumbrances. At the Closing, good and valid title to the Purchased Units will transfer to Purchaser, free and clear of all Encumbrances other than those arising from acts of Purchaser and its Affiliates. Except as set forth in the Company Agreement, the Purchased Units are not subject to any Contract restricting or otherwise relating to the voting, transfer, distribution or disposition of such Common Units and no Person has the right to control, manage, or vote on, or has any right to consent to or otherwise approve any decisions or actions with respect to the Company. At the Closing, the Purchased Units will represent, in the aggregate, 45% of the issued and outstanding Common Units. Principal (i) has good and valid title to 90% of the Equity Interests of Seller, free and clear of all Encumbrances, and (ii) Controls Seller.
Sample 1
Title and Capitalization. Except as set forth on Section 3.4 of the Disclosure Schedule:
Sample 1
Title and Capitalization. (a) Seller is the record and beneficial owner of the Shares, free and clear of any Liens (other than transfer restrictions under applicable federal and state securities laws). There is no, and Seller is not a party to any, option, voting agreement, proxy or other agreement, contract or commitment (other than this Agreement) that could reasonably be expected to require Seller or, after the Closing, Buyer, to vote, sell, transfer, or otherwise dispose of, or affect the voting of, issuance of, or number of shares outstanding of, any capital stock or other ownership interest of LSCS. At the Closing, Seller is transferring to Buyer, and Buyer is acquiring from Seller, good title to the Shares free and clear of all Liens, other than Liens arising under federal and state securities laws and Liens created by, or otherwise arising as a result of any action of, Buyer (“Buyer Liens”).
Sample 1
Title and Capitalization. (a) As of the date of this Agreement, the authorized Equity Interests of the Company consists of 100,000 Common Units, of which three (3) Common Units are duly authorized, validly issued and outstanding, fully paid and non-assessable and free of any preemptive rights, and of which AHI Seller is the record and beneficial owner of two (2) Common Units and the Second Seller is the record and beneficial owner of one (1) Common Unit. Upon the completion of the Restructuring Transactions (and immediately prior to the Closing, and before giving effect to the Subscription and the Redemption), the AHI Seller will be the record and beneficial owner of 9,999 Common Units and the Second Seller will be the record and beneficial owner of one (1) Common Unit, which together will constitute 100% of the issued and outstanding Common Units of the Company. The Sellers have good and valid title to their respective Common Uxxxx, free and clear of all Encumbrances (other than Encumbrances under applicable securities Laws). At the Closing, good and valid title to the Purchased Units will pass to the Purchaser, free and clear of all Encumbrances (other than Encumbrances under applicable securities Laws). The Purchased Units are not subject to any Contract restricting or otherwise relating to the voting, transfer, distribution or disposition of such Common Units. At the Closing, after giving effect to the consummation of the Subscription and the Redemption, the AHI Seller will hold 48.727% of the Common Units, the Purchaser will hold 46.727% of the Common Units and Fxxxxxxx will hold 4.546% of the Common Units.
Sample 1
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Related to Title and Capitalization

  • 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.

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Authorized Capitalization As of the date of this Agreement, the authorized capitalization of Buyer consists of (i) 1,000,000,000 shares of common stock, par value $0.01 per share, of which 367,735,954 shares are issued and outstanding and (ii) 25,000,000 shares of undesignated preferred stock, par value $0.01 per share, none of which are issued and outstanding. Buyer has no other capital stock authorized, issued or outstanding. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Buyer. With respect to any Buyer Common Stock that has been issued subject to a right of repurchase on the part of the Company, Disclosure Schedule 4.2(a) sets forth the holder thereof, the number and type of securities covered thereby, and the vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated).

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Equity Capitalization As of the date hereof, the authorized capital stock of the Company consists of (x) 30,000,000 shares of Common Stock, of which as of the date hereof, 10,964,602 shares are issued and outstanding, 2,529,378 shares are reserved for issuance pursuant to the Company’s employee incentive plan and other options and warrants outstanding and no shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 10,000,000 shares of preferred stock, of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as set forth above in this Section 3(p): (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; and (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

  • Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • 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.

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