ALL SHARES. All representations and warranties by Photomatrix related to the Shares shall apply to the Shares and to any other shares issued by Photomatrix to the Company as set forth in this Agreement, the Note and the Equipment Lease.
ALL SHARES. No holder of shares of any class or series of stock of the corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any unissued or treasury shares of any class or series of stock, or any option rights, or securities convertible into, exchangeable for or warrants to subscribe to, stock, of any class or series whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend. A stockholder may not cumulate his or her votes in an election for directors. FIFTH. The number of directors of the corporation as of November 21, 1980, is sixteen and their names and business office addresses are: Robert A. Beck The Prudential Insurance Company of America Prudential Plaza Newark, New Jersey 07101 James H. Binns Armstrong World Industries, Inc. Liberty and Charlotte Streets Lancaster, Pennsylvania 17604
ALL SHARES. On the date of this Agreement and on the Closing Date, the ---------- Shares represent and will represent the LLC's entire ownership interest in the Company's capital stock and the LLC has and will have no other options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase by the LLC of any of the Company's capital stock, other than rights arising under this Agreement or any agreement or instrument contemplated hereby.
ALL SHARES. The Shares to be transferred by such Shareholder to Buyer represent the entire ownership interest of such Shareholder in the capital stock of the Company, and such Shareholder has no other options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase by such Shareholder of any shares of capital stock of the Company.
ALL SHARES. The certificates representing the Shares shall bear the following legend in addition to any other legend required under applicable law:THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SECURITIES HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.