AERFI POL STOCK Sample Clauses

AERFI POL STOCK. The authorised capital stock of AerFi POL consists of 1,000 shares of common stock of US $1 each. As of the date hereof and the applicable Closing Date, 1,000 shares of common stock (the "AERFI POL STOCK") of US $1 each are issued and outstanding, all of which are validly issued, fully paid and non-assessable. None of the issued and outstanding shares of common stock was issued in violation of any pre-emptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of AerFi POL or obligating AerFi or AerFi POL to issue or sell any shares of capital stock of, or any other interest in, AerFi POL. There are no outstanding contractual obligations of AerFi POL to repurchase, redeem or otherwise acquire any shares of its common stock. The AerFi POL Stock constitutes all the issued and outstanding capital stock of AerFi POL and is owned of record and beneficially solely by AerFi Inc. free and clear of all Liens, and at Closing of the sale of the AerFi POL Stock, AerFi Inc. will transfer and deliver to AerCo USA, and/or its nominee(s), as the case may be, the legal and beneficial ownership of the right, title and interest in the AerFi POL Stock free and clear of all Liens (other than Liens in favour of the Security Transfer (as defined in the Notes Indenture) under the Related Documents). Immediately upon Closing of the sale and purchase of the AerFi POL Stock, the AerFi POL Stock will be fully paid, non-assessable and will be legally and beneficially owned by AerCo USA (and/or its nominee(s), as the case may be) free and clear of all Liens (other than Liens in favour of the Security Trustee (as defined in the Notes Indenture)). There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the AerFi POL Stock. The stock register of AerFi POL accurately records: the name and address of each person owning shares of capital stock of AerFi POL, and the certificate number of each certificate evidencing shares of capital stock issued by AerFx 00 00 XXX, xxe number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.
Sample 1
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Related to AERFI POL STOCK

  • 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.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Common Stock 1 Company........................................................................1

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Corporate Dividends, Reclassifications, Etc In the event the Company shall at any time after the date of this Agreement (A) declare and pay a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11.1, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to, Section 11.1.2.

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