Capitalization; Title to Shares. (a) The authorized capital stock of MONY consists of 2,500,000 shares of common stock, par value $1.00 per share, 2,500,000 of which are issued and outstanding and constitute the Shares. The Shares are the only shares of MONY that are issued and outstanding. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of, or in violation of any preemptive or subscription rights enforceable under, Applicable Law. Seller directly owns the Shares beneficially and of record and free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, Purchaser shall be vested with good and marketable title in and to all of the Shares, free and clear of all Liens.
(b) Except as set forth in Section 3.3(b) of the Seller Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in MONY, (ii) securities of MONY convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in MONY, (iii) options or other rights or agreements, commitments or understandings of any kind to acquire from MONY, or other obligation of Parent, Seller, MONY or any of their Affiliates to issue, transfer or sell, any shares of capital stock of or other voting or equity interests in MONY or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in MONY, (iv) voting trusts, proxies or other similar agreements or understandings to which Seller, MONY or any of their Affiliates is a party or by which Parent, Seller, MONY or any of their Affiliates is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in MONY or (v) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in MONY (the items in clauses (i), (ii) and (iii) being referred to collectively as the “MONY Securities”). There are no outstanding obligations of MONY to repurchase, redeem or otherwise acquire any MONY Securities.
Capitalization; Title to Shares. The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.
Capitalization; Title to Shares. (a) As of the date hereof, the authorized Capital Stock of the Company consists of 100 shares of the Company Common Stock, par value $1.00 per share of which 100 shares are issued and outstanding. Immediately prior to the Contribution, the authorized Capital Stock of the Company shall consist of 56,629,700 shares of Company Common Stock, par value $1.00 per share, of which 100 shares will be issued and outstanding and 73,704 shares of Company Preferred Stock, par value $0.01 per share, of which zero shares will be issued and outstanding. All of the issued and outstanding shares of Capital Stock of the Company are owned by Seller, free and clear of all Liens, except for restrictions on transfer under applicable securities laws and have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights (other than this Agreement) pursuant to which the Company is obligated to issue or sell or any third party is entitled to purchase or otherwise acquire any Capital Stock of the Company. 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, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company.
(b) Section 3.4 of the Seller Disclosure Letter sets forth the authorized and issued and outstanding Capital Stock of each Included Subsidiary, the holders thereof and the number of shares, interests, participations, rights or equivalents owned by each holder. Except as set forth on Section 3.4 of the Seller Disclosure Letter, all issued and outstanding Capital Stock of each Included Subsidiary is owned by the Company or an Included Subsidiary free and clear of any and all Liens, except for restrictions on transfer under applicable securities laws, and, if such Included Subsidiary is a corporation, have been validly issued and are fully paid and nonassessable. Except as set forth in Section 3.4 of the Seller Disclosure Letter, there are no outstanding options, warrants, rights to subscribe, preemptive rights, rights of first refusal, convertible or exchangeable securities or similar rights pursuant to which any Included Subsidiary is obligated to issue or sell...
Capitalization; Title to Shares. The Shares consist of the 1,200 ordinary shares of capital stock each with value of one (1) Euro and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owner. There are not outstanding (i) any options, warrants or other rights to purchase from the Seller any equity interests of the Vessel Owner, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owner or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owner.
Capitalization; Title to Shares. The authorized capital stock of the Company consists of 200,000 shares of common stock, 200,000 shares of which are issued and outstanding and comprise the Shares. Seller owns beneficially and of record, free and clear of any claim, charge, preferential arrangement, lien or other encumbrance, all of the Shares. Upon payment for the Shares as herein provided, Buyer will acquire good and marketable title thereto, free and clear of any claim, option, call, subscription, warrant, charge, preferential arrangement, lien or other encumbrance.
Capitalization; Title to Shares. (a) The authorized capital stock of the Company consists of (i) 4,000 shares of common stock, par value $0.01 per share, of which only the Shares are issued and outstanding and (ii) 250,000 shares of the Preferred Stock, of which (x) 71,945 shares were issued and outstanding as of September 30, 2013 (the “Preferred Shares”), (y) assuming that the Closing occurs on February 28, 2014, 75,457 shares will be issued and outstanding as of immediately prior to the Closing and (z) following the Preferred Redemption, zero will be issued and outstanding as of the Closing. The Shares and Preferred Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. All of the outstanding Shares and Preferred Shares are owned of record by the holders and in the respective amounts as set forth in Section 2.4(a) of the Seller Disclosure Letter.
(b) Seller owns all of the Shares free and clear of any Liens.
(c) Except as set forth in Section 2.4(a), there are outstanding (i) no other equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for equity securities of the Company, (iii) no options, warrants, calls, commitments, subscriptions or other rights to acquire from the Company and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company, (iv) no equity appreciation, phantom equity, profit participation or similar rights with respect to any equity or voting interests in the Company, (v) no outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the holders of Shares, (vi) no Contracts to which the Company is a party or by which it is bound to repurchase, redeem or otherwise acquire any equity or voting interest in, the Company, and (vii) no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of the Shares (the items in clauses (i) - (vii) being referred to collectively as the “Company Securities”).
Capitalization; Title to Shares. Crosstex’s authorized Capital Stock consists of five hundred thousand (500,000) shares of common stock, par value $.01 per share (“Crosstex Stock”), of which 120,592 shares are issued and outstanding as of the date hereof. No other class of Capital Stock of Crosstex is authorized or outstanding. All of the issued and outstanding shares of Crosstex Stock are (i) owned by Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Xxxxxxx, Xx., Xxxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxx (collectively, the “Shareholders”) and (ii) duly authorized and are legally and validly issued, fully paid and nonassessable. Seller is the beneficial and record owner of 29,377 shares of Crosstex Stock, all of which constitutes the Shares hereunder. Seller and each of the other Shareholders owns good and valid title to his or her shares of Crosstex Stock free and clear of all Liens whatsoever, with full power and authority to transfer and convey the same. Seller will convey to Purchaser at the Closing, good, valid and marketable title to the Shares free and clear of all Liens whatsoever, other than restrictions on transfer under federal or state securities laws.
Capitalization; Title to Shares. All of the outstanding shares of the Company are validly issued, fully paid and non-assessable and owned by each of the persons as set forth on Schedule 2(c) hereto. Except as set forth in Schedule 2(c) hereto, there are no outstanding or authorized options, warrants, 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 equity securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Terms. When issued in compliance with the provisions of this Agreement and the Articles, the Shares will be validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon Groupon; provided, however, that the Shares may be subject to restrictions on transfer under the Articles, the Agreement, applicable securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The issuance of the Shares to the Purchasers hereunder are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.
Capitalization; Title to Shares. (a) The Company’s authorized capital stock consists solely of 2,000,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock. The Shares represent at least ninety percent (90%) of the issued and outstanding shares of Company Common Stock. As of the date hereof (i) 1,167,621,940 shares of Company Common Stock are issued and outstanding, and (ii) 832,378,060 shares of Company Common Stock are held by the Company as non-voting treasury shares. No preferred stock is issued and outstanding. All outstanding shares of Common Stock are and will on the Closing Date be validly issued, fully paid and non-assessable.
(b) To the best knowledge of Sellers’ Representative, (i) Schedule 3.2(b) is a true and complete list as of the date hereof, and as of the Closing Date, of all issued and outstanding Warrants, the number of shares of Company Common Stock subject to each such Warrant, and the name of each Warrant holder; and (ii) except as set forth on Schedule 3.2(b), there are no outstanding Warrants.
(c) To the best knowledge of Sellers’ Representative: (i) the Company has not issued any securities in violation of any preemptive or similar rights; (ii) except for 109,902,680 shares of Company Common Stock reserved for issuance upon exercise of Warrants, there are no shares of capital stock or other securities of the Company reserved for issuance for any purpose; and (iii) the Company is not a party to any voting agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of any shares of the capital stock or other securities of the Company, or any agreement with respect to the transferability, purchase or redemption of any shares of capital stock or other securities of the Company.
Capitalization; Title to Shares. (a) For each Transferred Entity, Section 2.4(a) of the Seller Disclosure Letter sets forth: (i) the nature and amounts of all outstanding capital stock or other equity interests of such Transferred Entity, and if applicable, the par value thereof, including, with respect to the Companies, such capital stock or equity interests constituting the Shares; (ii) the record holder(s) of such capital stock or other equity interests; (iii) the total number of such capital stock or other equity interests that are outstanding; and (iv) the percentage of the outstanding capital stock or other equity interests held by such holder(s), in such Transferred Entity, in each case subject to the completion of the Restructuring Transactions. The Shares have been duly authorized and validly issued and are fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights and were issued in compliance with applicable securities Laws or exemptions therefrom and are owned free and clear of any restrictions on transfer and Liens (other than: (x) Liens arising under this Agreement; and (y) Liens imposed under federal, state or foreign securities laws).
(b) There are outstanding: (i) no equity securities (other than those set forth in Section 2.4(a) of the Seller Disclosure Letter) of any Transferred Entity; (ii) no securities (including without limitation, debt securities) of any Transferred Entity convertible into or exchangeable or exercisable for equity securities of any Transferred Entity; (iii) no options, warrants or other rights to acquire from any Transferred Entity, and no obligations of any Transferred Entity to issue, any equity securities or securities convertible into or exchangeable or exercisable for equity securities of any Transferred Entity; and (iv) no equity appreciation, phantom equity, profit participation or similar rights with respect to any equity securities of any Transferred Entity (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as the “Transferred Entity Securities”).
