Capital Stock of Seller Sample Clauses

Capital Stock of Seller. All of the issued and outstanding shares of capital stock of Seller are owned of record and beneficially by the Shareholders as set forth on Schedule 3.3. None of the issued and outstanding shares of capital stock of Seller was issued in violation of any preemptive rights.
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Capital Stock of Seller. (a) The authorized capital stock of Seller is as set forth in the Seller's Information Statement dated November 13, 1995.
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Capital Stock of Seller. The authorized capital stock of Seller consists of ______ shares of common stock, ____ par value, of which ______ shares are issued and outstanding and ___ shares of preferred stock, none of which are issued or outstanding. All of the issued and outstanding shares of the capital stock of Seller have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Stockholders in the amounts set forth in Schedule A.4 free and clear of all Liens. All of the issued and outstanding shares of the capital stock of Seller were offered, issued, sold and delivered by Seller in compliance with all applicable Regulations. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of Seller.
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Capital Stock of Seller. All of the issued and outstanding shares of ----------------------- capital stock of Seller are owned of record and beneficially by the Principal Shareholders and Xxxxxxxx Xxxxxxx.
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Capital Stock of Seller. (a) The authorized capital of Seller consists of 19,000,000 shares of Common Stock, par value $.001 per share. As of July 31, 1996, 13,959,188 shares of Common Stock were outstanding.
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Capital Stock of Seller. Stockholder owns of record and beneficially shares of the outstanding capital stock of Seller constituting approximately 40% of the aggregate voting power of such outstanding capital stock. The Principals collectively own of record and beneficially shares of the outstanding capital stock of Seller constituting approximately 16% of the aggregate voting power of such outstanding capital stock.
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Capital Stock of Seller. All of the shares of capital stock of EMI are owned of record and beneficially by Parent. None of the issued and outstanding shares of capital stock of EMI was issued in violation of any preemptive rights.
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Capital Stock of Seller. The authorized capital stock of Seller consists of 10,000,000 shares of Seller Stock, of which 300,000 shares are issued and outstanding and owned of record and beneficially by Stockholder, free and clear of all mortgages, liens, security interests, pledges, voting trusts, restrictions, encumbrances and claims of every kind (collectively, the "Liens") except as otherwise set forth on Schedule 4.3. All of the issued and outstanding shares of the capital stock of Seller (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder.
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Capital Stock of Seller. (a) At the date hereof:
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Related to Capital Stock of Seller

  • 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.

  • 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 of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • 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:

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

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