Capital Stock of Each Company Sample Clauses

Capital Stock of Each Company. The authorized capital stock of the ----------------------------- Company consists solely of 50,000 shares of common stock, of which 20,000 shares are issued and outstanding. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders, and are free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of Company Stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the Stockholders and further, such shares were offered, issued, sold and delivered by each Company in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.
Sample 1
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Capital Stock of Each Company. The authorized capital stock of the Company consists solely of the shares shown on Schedule 6.5, of which only the shares shown on such Schedule 6.5 to be issued and outstanding are issued and outstanding. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders as set forth on Annex II, and are free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of Company Stock to be outstanding on the Merger Effective Date will have been duly authorized and validly issued, fully paid and nonassessable, will be owned of record and beneficially by the Stockholders and in the amounts set forth in Annex II, and will have been offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the offering, sale or issuance of securities. None of such shares will have been, and none of the shares from which they will have derived were, issued in violation of the preemptive rights of any past or present stockholder, whether contractual or statutory.
Sample 1
Capital Stock of Each Company. The authorized capital stock, par ----------------------------- value per share, and the number of issued and outstanding shares for each Company, is set forth on Schedule 1. The Shares are duly authorized and validly issued and are fully paid and nonassessable. Seller is the registered holder of the Shares. The Shares have not been issued in violation of, and none of the Shares is subject to, any preemptive or subscription rights. Except as set forth above, there are no shares of capital stock or other equity securities of any Company outstanding. There are no exchangeable securities or other commitments (other than this Agreement) pursuant to which Seller or any Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of any Company, and there are not any equity securities of any Company reserved for issuance for any purpose.
Sample 1
Capital Stock of Each Company. The authorized capital stock, par value per share, and the number of issued and outstanding shares for each Company, is set forth on Schedule 1. The Shares and the shares of each Company are duly authorized and validly issued and are fully paid and nonassessable. Seller is the registered holder of the Shares. The Shares and the shares of each Company have not been issued in violation of, and none of the Shares and none of the shares of any Company is subject to, any preemptive or subscription rights in favor of any third party. Except as set forth above, there are no shares of capital stock or other equity securities of any Company outstanding. There are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which Seller or any Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of any Company, and there are not any equity securities of any Company reserved for issuance for any purpose.
Sample 1
Capital Stock of Each Company. (a) As of the date of this Agreement, the authorized capital stock of RMI consists of 10,000 shares of RMI Common Stock, and the outstanding capital stock of RMI currently consists of 1,298 shares of RMI Common Stock, all of which are owned by the Sellers in the amounts specified in Exhibit A, free and clear of all Liens. All of the RMI Shares have been duly authorized and validly issued, and are fully paid and non-assessable.
Sample 1
Capital Stock of Each Company. The authorized capital stock of each ----------------------------- COMPANY consists solely of the shares as shown on Schedule 6.3, of which the shares issued and outstanding are shown. All of the issued and outstanding shares of the capital stock of each COMPANY are owned by the STOCKHOLDERS as set forth on Exhibit A, and are free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of COMPANY Stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and in the amounts set forth in Annex II and further, such shares were offered, issued, sold and delivered by merged COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.
Sample 1

Related to Capital Stock of Each Company

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, 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 (collectively, “Restricted Payments”), except that:

  • 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.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • 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:

  • Reservation and Availability of Capital Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

  • 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.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

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