Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder 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 any preemptive rights of any past or present stockholder.
Capital Stock of the Company. The authorized capital stock of the Company consists solely of (i) 7,500 shares of common stock, no par value, of which 489 shares are issued and outstanding and constitute all of the Shares, all of which are owned of record and beneficially by the Seller free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions (other than restrictions on transfer resulting solely from applicable state or federal securities laws), encumbrances and claims of every kind, except as set forth on Schedule 2.3. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. None of the Shares were issued in violation of any preemptive rights or similar rights of any person. No option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any additional shares of its capital stock or obligates the Seller to transfer any of the Shares to any person.
Capital Stock of the Company. (i) As of the date hereof, the authorized capital stock of the Company consists of 20,000,000 shares of voting common stock, par value $.01 per share, non-voting common stock, $.01 per share, and shares of Class B Convertible Non-Voting Common Stock, par value $.01 per share ("Class B Non-Voting Stock"), of which 360,526 shares of such voting common stock, 6,999,000 shares of such non-voting common stock and no shares of Class B Non-Voting Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 4(d), upon the filing of the Recapitalization Amendments and immediately prior to the Effective Time, the authorized capital stock of the Company shall consist of 50,000,000 shares of Voting Common Stock and Non-Voting Common Stock, of which 7,359,526 shares of Voting Common Stock and Non-Voting Common Stock will be duly authorized and validly issued and outstanding, fully paid and nonassessable. Except as set forth in the two preceding sentences, there are, and after the filing of the Recapitalization Amendments there will be, no shares of capital stock or other equity securities of the Company outstanding. Except as set forth on Schedule 4(d), no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company or any agreement, contract or instrument to which the Company is a party or by which it or any of its properties or assets is bound. Except as set forth on Schedule 4(d), there are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which the Company is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of the Company. There are no equity securities of the Company reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 4(d). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vot...
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000 shares of common stock, no par value per share, of which 900 shares are issued and outstanding and constitute all of the Shares. All of the Shares are owned of record and beneficially by the Stockholders and are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws governing the issuance of securities. None of the Shares were issued in violation of any preemptive rights or similar rights of any person. No option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any additional shares of its capital stock or obligates the Stockholders to transfer any of the Shares to any person except pursuant to this Agreement.
Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Appraisal Shares and any shares of Company Common Stock described in clause (iii) of this Section 3.1(b)), shall be converted automatically at the Effective Time into the right to receive 0.933 validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Exchange Ratio”), and the shares of Parent Common Stock issuable per share of Company Common Stock pursuant to this Section 3.1(b), the “Merger Consideration”), subject to the provisions of this Article III.
Capital Stock of the Company. The authorized capital stock of the Company consists of 1,000 shares of common stock ("Company Common Stock"). As of the date hereof, 100 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Company Common Stock was issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000 shares of common stock, par value $ 1.00 per share, of which 100 shares are issued and outstanding and constitute all of the issued and outstanding shares of Company Stock (the "Shares"). All of the Shares are owned of record and beneficially by the Stockholder and are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws governing the issuance of securities. None of the Shares were issued in violation of any preemptive rights or similar rights of any person. No option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any additional shares of its capital stock or obligates the Stockholder to transfer any of the Shares to any person except pursuant to this Agreement.
Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”).
Capital Stock of the Company. Shareholder owns the Shares free and clear of any Liens (excluding restrictions imposed by a certain Lock-Up Agreement between Shareholder and Feltl and Company). Shareholder is the lawful recorded and beneficial owner of the Shares. Upon the delivery of the Shares to Buyer, Buyer will acquire the beneficial and legal, valid, and indefeasible title to such Shares, free and clear of all Liens and restrictions on transfer except for restrictions on transfer pursuant to federal and state securities laws.
Capital Stock of the Company. The authorized capital stock of the Company consists of Twelve Million (12,000,000) shares of common stock, par value $.001 per share, of which 10,006,250 shares are issued and outstanding as of the date of this Agreement, and no shares are in treasury. No shares of the Company's capital stock have been issued since March 31, 2000. The Company Stock is duly authorized, validly issued, fully paid and nonassessable. There are no outstanding subscriptions, options, warrants, calls, commitments or other rights of any kind for the purchase or acquisition of, nor any securities convertible or exchangeable for, any capital stock of the Company or any agreements or offers to issue any such subscriptions, options, warrants, calls, commitments or other rights.