Capital Stock and Ownership of Shares Sample Clauses

Capital Stock and Ownership of Shares. On the Closing Date, all the quotas of the capital stock of Chamflora shall be validly issued, totally subscribed and paid in, non-assessable and directly or indirectly owned by IP, and there will be no (i) other outstanding quotas issued by Chamflora or other ownership interests of Chamflora, or (ii) options or other rights to acquire from Chamflora or from IP or other obligation of Chamflora to issue any quotas of capital stock or other ownership interests of Chamflora. On the Closing Date, there will be no outstanding obligations of Chamflora to repurchase, redeem or otherwise acquire any quotas of capital stock of Chamflora.
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Capital Stock and Ownership of Shares. On the Closing Date, all the quotas of the capital stock of the LA Company shall be validly issued, totally subscribed and paid in, non-assessable and directly owned by VCP, and there will be no (i) other outstanding quotas issued by the LA Company or other ownership interests of the LA Company, or (ii) options or other rights to acquire from the LA Company or from VCP or other obligation of the LA Company to issue any quotas of capital stock or other ownership interests of the LA Company. On the Closing Date, there will be no outstanding obligations of the LA Company to repurchase, redeem or otherwise acquire any quotas of capital stock of the LA Company.
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Capital Stock and Ownership of Shares. The authorized capital stock of SCC consists of: (i) 1,500,000 shares of common stock, no par value, of which 855,700 shares are duly authorized, validly issued and outstanding, fully paid and nonassessable. All such Shares were issued in compliance with all applicable federal and state securities or "blue sky" laws and regulations. SCC holds 53,000 shares as treasury stock. Except as set forth on SCHEDULE 4.3, SCC has no commitment 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 SCC, any shares of its capital stock, and no such securities or obligations evidencing any such rights are outstanding. As of Closing; SCC shall have no commitment 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 SCC, any shares of its capital stock, and no such securities or obligations evidencing any such rights will continue to be outstanding. Except as set forth on SCHEDULE 4.3, there are no restrictions of any kind on the transfer of the SCC Shares, except those imposed by federal and state securities laws. As of Closing, there shall be no restrictions of any kind on the transfer of the SCC Shares, except those imposed by federal and state securities laws. Sellers are the record and beneficial owners of all of the issued and outstanding SCC Shares, free and clear of all Encumbrances. Each Seller has the exclusive right to vote his Shares. Each Seller's transfer of his Shares to Buyer pursuant to this Agreement will pass to Buyer all rights, title and interest in and to such Shares free of any Encumbrance or any adverse interest, claim or charge whatsoever. SCC has no liability to any former owner of any of its shares by reason of any failure by it to comply with any Laws. Except as set forth on SCHEDULE 4.3, there are no Subsidiaries of SCC.
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Related to Capital Stock and Ownership of Shares

  • 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.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Company Stock Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 1704.01 of the OGCL) is, or at any time during the past three years has been, an “interested shareholder” of the Company as defined in Section 1704.01 of the OGCL, nor do any of them currently own any Company Common Shares, 6 3/4% Preferred Shares or any other shares of Company Capital Stock.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Shares The term “

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Ownership of Company Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

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