Capital Stock and Securities Sample Clauses

Capital Stock and Securities. SFC’s authorized capital stock consists of 20,000,000 shares of SFC Stock, of which 4,525,855 shares are issued and outstanding as of the date of this Agreement and constitute SFC’s only outstanding equity securities. The outstanding shares of SFC Stock are listed on The Nasdaq SmallCap Market. SNB’s authorized capital stock consists of 2,000,000 shares of SNB Stock, of which 850,000 shares are issued and outstanding. All of the SNB Stock is held, beneficially and of record, by SFC, and those shares constitute SNB’s only outstanding equity securities. SIS’s authorized capital stock consists of 100,000 shares of SIS Stock, of which 1,000 shares are issued and outstanding. All of the SIS Stock is held, beneficially and of record, by SNB, and those shares constitute SIS’s only outstanding equity securities. FFI’s authorized capital stock consists of 100,000 shares of FFI Stock, of which 1,000 shares are issued and outstanding. All of the FFI Stock is held, beneficially and of record, by SFC, and those shares constitute FFI’s only outstanding equity securities. Each outstanding share of SFC Stock, SNB Stock, SIS Stock and FFI Stock (i) has been duly authorized and is validly issued and outstanding, and is fully paid and, except with respect to the SNB Stock as provided in 12 USC 55, nonassessable, (ii) has been legally issued pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, or an available exemption from such registration, and in conformity with applicable state securities laws, and (iii) has not been issued in violation of the preemptive rights of any shareholder. The SFC Stock is registered with the SEC under the 1934 Act, and SFC is subject to the registration and reporting requirements of the 1934 Act. The SNB Stock, SIS Stock and FFI Stock are not registered under, and SNB, SIS and FFI are not subject to the registration and reporting requirements of, the 1934 Act. 3.03.
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Capital Stock and Securities. PCCC’s authorized capital stock consists of 10,000,000 shares of common stock, $0.01 par value per share, of which 1,179,237 shares are issued and outstanding and constitute PCCC’s only outstanding equity or debt securities. PCB’s authorized capital stock consists of 10,000,000 shares of common stock, par value $5.00, of which 600,000 shares are issued and outstanding (“PCB Stock”). All of the PCB Stock is held, beneficially and of record, by PCCC, and those shares constitute PCB’s only outstanding equity or debt securities. PFS’s authorized capital stock consists of five shares of common stock, par value $5.00, of which one share is issued and outstanding (“PFS Stock”). All of the PFS Stock is held, beneficially and of record, by PCB, and those shares constitute PFS’s only outstanding equity or debt securities.
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Capital Stock and Securities. SFC’s authorized capital stock consists of 20,000,000 shares of SFC Stock, of which 4,525,855 shares are issued and outstanding as of the date of this Agreement and constitute SFC’s only outstanding equity securities. The outstanding shares of SFC Stock are listed on The Nasdaq SmallCap Market. SNB’s authorized capital stock consists of 2,000,000 shares of SNB Stock, of which 850,000 shares are issued and outstanding. All of the SNB Stock is held, beneficially and of record, by SFC, and those shares constitute SNB’s only outstanding equity securities. SIS’s authorized capital stock consists of 100,000 shares of SIS Stock, of which 1,000 shares are issued and outstanding. All of the SIS Stock is held, beneficially and of record, by SNB, and those shares constitute SIS’s only outstanding equity securities. FFI’s authorized capital stock consists of 100,000 shares of FFI Stock, of which 1,000 shares are issued and outstanding. All of the FFI Stock is held, beneficially and of record, by SFC, and those shares constitute FFI’s only outstanding equity securities.
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Capital Stock and Securities. The authorized capital stock of the Company consists of 200,000 shares of Common Stock. As of the Closing Date and prior to the Parent Investment, 62,490 shares of Common Stock will be issued and outstanding, all of which will be owned, beneficially and of record, by the Selling Shareholders in the amounts set forth on
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Capital Stock and Securities. The authorized capital stock of ---------------------------- the Company consists of 400,000 shares, consisting of (i) 200,000 shares of Common Stock and (ii) 200,000 Series B Common Shares, no par value. As of the Closing (after giving effect to the exercise of the Stock Options), 124,785 shares of the Common Stock will be issued and outstanding, all of which will be owned, beneficially and of record, by the Selling Shareholders in the amounts set forth on Schedule I attached hereto. Each share of capital stock of the -------- Company is owned by the Selling Shareholders free and clear of any and all liens, charges, pledges, security interests or other encumbrances of any kind. Each outstanding share of capital stock of the Company is and shall be duly authorized, validly issued, fully paid and nonassessable. Upon the consummation of the purchase of the Sale Shares as contemplated by Sections 1.1 and 1.3, the Company will acquire from the Selling Shareholders good and valid title to the Sale Shares free and clear of any liens, claims, charges, pledges, options, contractual restrictions of any kind or other legal or equitable encumbrances. Except for Stock Options exercisable into 72,490 shares of Common Stock which are held by the Selling Shareholders in the amounts set forth on Schedule I and -------- which will be exercised pursuant to Article I, the Company does not have any outstanding commitments to issue or sell any shares of its capital stock, or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company any shares of its capital stock, and no securities or obligations evidencing any such right are outstanding. The Company does not have outstanding any other debt or equity securities other than its Common Stock and existing indebtedness, which, including the terms thereof, are fully described in the Disclosure Schedule.
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Capital Stock and Securities. The authorized capital stock of ---------------------------- the Company consists of Seven Hundred and Fifty Thousand (750,000) shares of "Common Stock" (par value $.01) and Three Hundred and Fifty (350,000) shares of "Preferred Stock" (par value $.01). On the date hereof and on the Closing Date, Seven Hundred Twelve Thousand Five Hundred (712,500) shares of the Common Stock are issued and outstanding and One Hundred and Fifty Thousand (150,000) shares of the Preferred Stock are issued and outstanding, all of which are owned, beneficially and of record, by the Selling Shareholders in the amounts set forth on Schedule 2.2(b) attached hereto. Each share of Capital Stock of the Company shall on the Closing Date be owned by the Selling Shareholders free and clear of any and all liens, charges, claims, pledges, security interests, title imperfections or other encumbrances of any kind ("Liens"). Upon transfer by the Selling Shareholders to Buyer of the Certificates evidencing the Shares, the Selling Shareholders will have transferred to Buyer good and valid title to the Shares free and clear of all Liens, other than Liens which become applicable as a result of any acts or
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Capital Stock and Securities. (i) Section 2.2(e)(i) of the Seller Disclosure Schedule sets forth the number and class of each of the authorized, issued and outstanding shares of capital stock or other Equity Securities of each Seller Entity and a list of the holders of all such Equity Securities of all classes. On the date of the execution and delivery of this Agreement, all of such outstanding shares of capital stock or other Equity Securities are validly issued, fully paid and non-assessable, were issued in conformity with applicable Law, and are owned of record and beneficially by the Persons listed on Section 2.2(e)(i) of the Seller Disclosure Schedule, free and clear of any and all Encumbrances.
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Capital Stock and Securities. (a) Seller Parent is the sole holder of all of Seller’s Equity Securities. Seller is the sole holder of all of the Equity Securities of AAX. The authorized Equity Securities of AAX consist of 500,000 shares of common stock, par value $0.001, of which 100,000 shares are duly and validly issued, outstanding, fully paid and nonassessable.
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Related to Capital Stock and Securities

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes.

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions:

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