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 7,500 shares of common stock, par value $10.00 per share, of which 348 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) 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 of 1,000,000 shares of common stock, no par value, of which 1,000 shares are issued and outstanding. 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 and are owned of record and beneficially by the Stockholders in the amounts set forth in Schedule 1.2(a)(i) free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company 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 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 the Company. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).
Capital Stock of the Company. The authorized capital stock of ----------------------------- the Company consists of 1,000 shares of Common Stock, par value $1.00 per share, of which 500 shares, constituting the Shares, are duly authorized and validly issued and outstanding, fully paid and nonassessable. Seller is the record and beneficial owner of the Shares. Except for the Shares, there are no shares of capital stock or other equity securities of the Company outstanding. The Shares have not been issued in violation of, and the Shares are not subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar rights under any provision of applicable law, the Certificate of Incorporation or By-laws of the Company, any contract, agreement or instrument to which the Company is subject, bound or a party or otherwise. 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 Seller or 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. Except as will be set forth in Schedule 4(e), there are no equity securities of the Company reserved for issuance for any purpose. Except as will be set forth in Schedule 4(e), there are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of the Company may vote.
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 Excluded Shares and shares of Company Common Stock covered by Section 3.2) (the “Eligible Shares”) shall be converted automatically at the Effective Time into the right to receive 1.1711 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Share Consideration”). In addition, in the event that Parent pays one or more Parent Quarterly Dividend(s) as contemplated by Section 6.2(b)(i), then at the Effective Time each Eligible Share shall receive the Additional Share Consideration, such that the Eligible Shares receive substantially equivalent aggregate value as compared to the aggregate amount of any Parent Quarterly Dividend(s). The term Merger Consideration shall mean the Share Consideration, together with (if applicable) the Additional Share Consideration.
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.
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 500,000 shares of common stock, $0.10 par value, of which 9,000 shares are issued and outstanding and no shares of preferred stock. 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 and are owned of record and beneficially by the Stockholders and the Church in the amounts set forth in Schedule 3.4 free and clear of all Liens. All of the issued and outstanding shares of the capital stock of the Company 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 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 the Company.
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”).