Authorized Capitalization definition

Authorized Capitalization. The authorized capitalization of MDI-Missouri consists of One Hundred Thousand (100,000) shares of $1.00 par value Common Stock, which Two Thousand (2,000) shares have been issued and outstanding. The Shares have been duly authorized, validly issued, are fully paid and nonassessable with no personal liability attaching to the ownership thereof and were offered, issued, sold and delivered by MDI-Missouri in compliance with all applicable state and federal laws. Except as set forth in Exhibit F-2 attached hereto, MDI-Missouri is not a party to and is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity any interest in , or any right to share, participate in or receive any portion of, MDI-Missouri's income, profits or assets, or obligating MDI-Missouri to distribute any portion of its income, profits or assets.
Sample 1
Authorized Capitalization. The capitalization table set forth on Schedule 3.2(a) sets forth the authorized, issued, and outstanding capital stock of the Company on a fully-diluted basis (i) immediately prior to the Closing and (ii) immediately following the Closing. All outstanding shares of capital stock of the Company (including the Sale Shares) are duly authorized, validly issued, fully paid and nonassessable and owned of record and beneficially by the Vendors free and clear of all Encumbrances. Upon transfer of the Sale Shares to the Purchaser in accordance with the terms of Article II, the Purchaser will receive valid title to such Sale Shares, free and clear of all Encumbrances.
Sample 1

Examples of Authorized Capitalization in a sentence

  • Authorized Capitalization Under our amended and restated articles of incorporation, our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.03 per share and 20,000,000 shares of preferred stock par value$0.01 per share.

  • Exhibit No. Description *3.1 Restated Certificate of Incorporation of Denny’s Corporation dated March 3, 2003, as amended by Certificate of Amendment to Restated Certificate of Incorporation to Increase Authorized Capitalization dated August 25, 2004 (incorporated by reference to Exhibit3.1 to the Annual Report on Form 10-K of Denny’s Corporation for the year ended December 29, 2004).

  • Authorized Capitalization At the initial closing of this offering (if the maximum amount is sold), our authorized capital stock will consist of 50,000 shares of common stock, par value $.01 per share, of which 50,000 shares of common and 3,000 shares of preferred stock are issued and outstanding.

  • Authorized Capitalization Under our amended and restated articles of incorporation, our authorized capital stock consists of 200,000,000 shares of common stock, par value $.03 per share, of which 56,888,123 shares are issued and outstanding as of April 25, 2014, and 20,000,000 shares of preferred stock, par value $.01 per share, of which 30,964 shares are issued and outstanding as of April 25, 2014.

  • Authorized Capitalization Our authorized capital stock includes 100,000,000 common shares, par value $0.001 per share.

  • Authorized Capitalization Prior to this offering, we had one class of common stock outstanding.

  • Exhibit No. Description *3.1Restated Certificate of Incorporation of Denny's Corporation dated March 3, 2003, as amended by Certificate of Amendment toRestated Certificate of Incorporation to Increase Authorized Capitalization dated August 25, 2004 (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Denny's Corporation for the year ended December 29, 2004).

  • Original Investment: PhP US$ Cost of Project Expansion PhP US$ Year Registered Primary Purpose (per Articles of Incorporation/ Partnership) SEC Registration No. Authorized Capitalization Subscribed Capital Paid-Up Capital Office Registration No. Date Registered Securities and Exchange Commission Board of Investments Others, pls.

  • To summarise, mi- grant workers who run away from their employers are often handed back to their abusers by the police without investigation; many are arrested for ‘absconding’.

  • Schedule 3.2-A Authorized Capitalization; Outstanding Stock; Ownership Percentage at closing (to be completed prior to Closing).

Related to Authorized Capitalization

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Consolidated Capitalization means, as of any date on which the amount thereof is to be determined, the sum of Consolidated Indebtedness plus Consolidated Net Worth.

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Total Consolidated Capitalization means, at any time, the sum of (i) Total Consolidated Debt plus (ii) the total amount of shareholder’s equity of the Company.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Stock.

  • Consolidated Capitalization Ratio on the last day of any fiscal quarter, the ratio of (a) Consolidated Total Indebtedness to (b) Consolidated Capital.

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Total Capitalization means, on any date, the sum of (a) Total Debt and (b) the Net Worth on such date.

  • Capitalization Rate means 6.75%.

  • Consolidated Total Capitalization means at any time the sum of Consolidated Indebtedness and Consolidated Net Worth, each calculated at such time.

  • Average Invested Capital means the average of invested capital as of December 31, 2023 and the invested capital as of December 31, 2024 where the invested capital is defined as the sum of the Company’s long-term debt plus the current portion of long-term debt, less cash, cash equivalents and investments, plus stockholder equity.

  • Consolidated Capital means the sum (without duplication) of (i) Consolidated Debt of the Borrower (without giving effect to the proviso in the definition of Consolidated Debt) and (ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible preferred or preference) of the Borrower.

  • Adjusted Capital means the sum of (i) cumulative gross proceeds generated from issuances of the Company’s Shares (including the Company’s distribution reinvestment plan), less (ii) distributions to investors that represent a return of capital and amounts paid for share repurchases pursuant to the Company’s share repurchase program. For purposes of computing the Incentive Fee, the calculation methodology will look through derivatives or swaps as if the Company owned the reference assets directly. Therefore, net interest, if any, associated with a derivative or swap (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative or swap and (ii) the interest expense paid by the Company to the derivative or swap counterparty) will be included in the calculation of quarterly pre-incentive fee net investment income for purposes of the Incentive Fee. The calculation of the Incentive Fee for each quarter is as follows: · No Incentive Fee shall be payable to the Adviser in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the preferred return rate of 1.75% (7.00% annualized) (the “Preferred Return”) on Adjusted Capital. · 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the Preferred Return, but is less than or equal to 2.1875% in any calendar quarter (8.75% annualized) shall be payable to the Adviser. This portion of the Company’s pre-incentive fee net investment income is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income in any calendar quarter when the Company’s pre-incentive fee net investment income reaches 2.1875% in such calendar quarter (8.75% annualized). · 20.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) shall be payable to the Adviser once the Preferred Return is reached and the catch-up has been achieved (20.0% of the Company’s pre-incentive fee net investment income thereafter shall be allocated to the Adviser).

  • Capitalization Ratio means, at any date of determination, the ratio of (a) Funded Debt to (b) Capitalization.

  • Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:

  • Fixed capital cost means the capital needed to provide all the depreciable components.

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof on or prior to the final maturity date of the Notes.

  • Committed Capital means $20,837,637.00 for 14,129,250 Class A Capital Units to be issued with respect to Members receiving Class A Capital Units in the Reorganization, and, with respect to any additional Members, the purchase price of the Capital Units subscribed for in any subsequent offering pursuant to a subscription agreement that has been accepted by the Company, regardless of whether such purchase price has been fully paid.

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Excluded Capital Stock means:

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Invested Capital means the amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price at the time of such purchase, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for the repurchase of Shares.

  • Debt to Capitalization Ratio means the ratio of (a) Consolidated Funded Debt to (b) Consolidated Capitalization.