Capital Structure of the Company. As of the date of this Agreement, the number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 3.3. Except as set forth in Schedule 3.3, no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth on Schedule 3.3, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 3.3, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. Except as set forth on Schedule 3.3, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.
Capital Structure of the Company. The Company is a Delaware corporation authorized by its Certificate of Incorporation, to issue 25,000,000 shares of Common Stock ("Common Stock"), par value $.001 per share, of which 18,486,176 are outstanding and 5,000,000 shares of Preferred Stock, par value of $.001 per share, of which 0 shares are outstanding.
Capital Structure of the Company. (a) The authorized capital stock of the Company consists solely of 60,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock. A total of 34,724,529 shares of Company Common Stock and no shares of Company Preferred Stock are issued and outstanding as of December 15, 2007. The Company has reserved an aggregate of 10,342,014 shares of Company Common Stock for issuance pursuant to the Company Option Plans (including shares subject to outstanding Company Options and outstanding Company Restricted Stock Units). As of December 15, 2007, (i) a total of 2,860,049 shares of Company Common Stock are subject to outstanding Company Options, (ii) a total of 898,000 shares of Company Common Stock are subject to outstanding Company Restricted Stock Units, and (iii) a total of 2,084,365 shares of Company Common Stock are reserved for future grant and issuance under the Company Option Plans (excluding shares subject to outstanding Company Options). Except for Company Options and Company Restricted Stock Units, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or Company Voting Debt or any securities or debt convertible into or exchangeable for Company Capital Stock or Company Voting Debt or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract.
(b) All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in all material respects with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. As of the Agreement Date, there are no shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries.
(c) Schedule 3.4(c)-1 of the Company Disclosure Letter sets forth as of the Agreement Date, for each Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) each holder of outstandin...
Capital Structure of the Company. (a) As of the close of business on September 14, 2018, the issued and outstanding limited liability company interests of the Company consisted of: (i) 98,611,085.3105910 Listed Shares, of which 11,524,315.6615660 were owned, directly or indirectly, by Parent; and (ii) 7.434953 Voting Shares representing limited liability company interests in the Company (“Voting Shares”), all of which were owned, directly or indirectly, by Parent; and (iii) no other equity interests or other voting securities of the Company were issued or outstanding. All of the outstanding Listed Shares and Voting Shares, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with the Company Agreement and are fully paid (to the extent required under the Company Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the DLLCA and the Company Agreement).
(b) The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of Listed Shares of the Company on any matter. Except as set forth in Section 5.2(b) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or to sell any Company Securities or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.
Capital Structure of the Company. Entergy shall supply or cause to be supplied to the Company:
(a) such amounts of capital as may be required from time to time by the Company in order to maintain that portion of the Capitalization (as defined in Section 1.6 hereof) of the Company as shall be represented by the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock and the surplus of the Company, paid in, earned and other, if any, at an amount equal to at least 35% of the Capitalization of the Company or at such higher percentage as governmental regulatory authorities having jurisdiction in the premises may require; and
(b) such amounts of capital in addition to (i) the capital heretofore made available to the Company by Entergy in exchange for shares of the Company's common stock and (ii) the capital made available to the Company at any time in question through the incurrence by the Company of Indebtedness for Borrowed Money (as defined in Section 1.6 hereof) as shall be required in order for the Company to continue to own its undivided ownership interest in the Project, to provide (without limitation) for interest charges of the Company, to permit the commercial operation of Unit No. 1, to permit the continuation of such commercial operation and to pay in full all payments of the principal of, and premium, if any, and interest on Indebtedness for Borrowed Money, as defined in Section 1.6 hereof (whether due at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise), it being understood and agreed that, in connection with the capital requirements of the Company, nuclear fuel leasing (including financing leases therefor) and the entering into by the Company of industrial development revenue bond financing with respect to pollution control facilities and the issuance and sale by the Company of debt securities, and, to the extent necessary or desirable, preferred stock, to banks, institutions and the public may constitute some of the means by which required capital can be made available to the Company.
Capital Structure of the Company. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 common shares, par value $0.01 per share, of the Company (the “Common Shares”), and 10,000,000 shares of preferred stock. As of the close of business on December 13, 2013 (the “Capitalization Date”), (i) 39,273,254 Common Shares were issued and outstanding, (ii) no Common Shares were held in treasury by the Company, (iii) 56,778 shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Shares”) were issued and outstanding, (iv) no Series A Preferred Shares were held in treasury by the Company, (v) 107,576 shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred Shares” and, together with the Common Shares and the Series A Preferred Shares, the “Company Shares”) were issued and outstanding and (vi) no Series B Preferred Shares were held in treasury by the Company. All issued and outstanding equity securities of the Company are duly authorized, validly issued, fully paid and nonassessable.
(b) Section 3.02(b) of the Company Disclosure Letter contains a schedule, as of the Capitalization Date, setting forth (as applicable) the number of, exercise or reference price, vesting date (or dates) and expiration date (or delivery date) of each outstanding equity compensation award in respect of Common Shares. With respect to each Stock Option and Company Award (i) each grant of a Stock Option or Company Award was duly authorized by all necessary corporate action, including, as applicable, approval by the Board of Directors, or a committee thereof, or a duly authorized delegate thereof, and any required approval by the shareholders of the Company by the necessary number of votes or written consents, and the award agreement governing such grant, if any, was duly executed and delivered by each party thereto following the date on which such Stock Option or Company Award was granted (the “Grant Date”), (ii) each such grant was made in accordance with the terms of the applicable plan pursuant to which the grant was effectuated, the Securities Act of 1933, as amended (“Securities Act”), the Exchange Act and all other applicable Laws, including the rules of the NYSE MKT LLC (the “NYSE MKT”) or the OTCQB Marketplace (as applicable), (iii) the per share exercise price of each Stock Option and Company Award was not less than the fair market value of a share of ...
Capital Structure of the Company. (a) Section 3.03 of the Seller Disclosure Letter sets forth the authorized capital stock of the Company and the number of shares of each class of capital stock of the Company that are issued and outstanding and the owner of such shares (such authorized shares of capital stock, collectively, the “Company Shares”). All of the Transferred Equity Interests have been duly authorized and validly issued, and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Seller owns, directly or indirectly, all the Transferred Equity Interests, free and clear of all Liens (except to the extent arising under applicable state or federal securities Laws or in connection with this Agreement).
(b) There are no outstanding securities (including any bonds, debentures, notes or other similar obligations), options, stock appreciation rights, phantom interests, warrants, calls, conversion rights, preemptive rights, rights of first refusal, redemption rights, stock appreciation, profit participation, repurchase rights, plans, “tag-along” or “drag-along” or other similar rights, commitments, agreements, arrangements or undertakings (“Equity Rights”)
(i) obligating Seller or any of its Affiliates (including the Company) to issue, deliver, redeem, purchase or sell, or cause to be issued, delivered, redeemed, purchased or sold, any Company Shares or any other ownership interests in the Company or any instruments or obligations convertible or exchangeable into or exercisable for any such Company Shares or other ownership interests, (ii) giving any Person a right to subscribe for or acquire any such Company Shares or other ownership interests, (iii) obligating Seller or any of its Affiliates (including the Company) to issue, grant, adopt or enter into any such Equity Right, or (iv) the holders of which have the right to vote with the stockholders of the Company on any matter (other than Company Shares).
(c) There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Transferred Equity Interests. The Company does not own, directly or indirectly, beneficially or of record, any capital stock of or other equity or voting securities or interests in any other Person. Except as set forth on Section 3.03(c) of the Seller Disclosure Letter, Company is not a party to any stockholder agreements, voting trusts or other agreements or understandings relating to the voting, purchase, redempti...
Capital Structure of the Company. The authorized capital ------------------------------------ stock of the Company consists of 50,000,000 shares of common stock of which 43,627,775 shares are issued and outstanding and 5,000,000 shares of preferred stock of which none is issued or outstanding. No other class or series of capital stock of the Company is or has been authorized, nor has the Company authorized or issued, nor does it have outstanding, any other securities (including, without limitation, options, warrants, conversion privileges or other rights, contingent or otherwise, to purchase any capital stock or other securities of the Company). All of the shares of the Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable Requirements of Law (including securities laws) and in compliance with the certificate of incorporation and bylaws of the Company. There are no outstanding subscriptions for any securities to be issued by the Company
Capital Structure of the Company. The Company agrees to change or modify its capital structure at the Buyer’s request, which request may be made by the Buyer at any time or from time to time so long as such modification is permitted by laws of the State in which the Company is incorporated.
Capital Structure of the Company. The following sets forth the capital structure of the Company prior to the sale of any Securities in this Offering.
(i) The Company has twenty one million (21,000,000) authorized shares of capital stock consisting of (A) twenty million (20,000,000) shares of Common Stock and one million (1,000,000) shares of blank check preferred stock.
(ii) The Company has 1,000,000 shares of Common Stock issued and outstanding as follows:
(A) Xxxx Xxxxxxx – 985,000; and
(B) Xxxxx X. Xxxxxxx – 15,000 Shares. (Xxxx Xxxxxxx) may reallocate a portion of his shares in the future.
