Capital Stock of the Seller Sample Clauses

Capital Stock of the Seller. The authorized capital stock of the Seller consists solely of 20,000,000 shares of common stock, of which 10,000,000 shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. All of the outstanding shares of capital stock of the Seller are owned by Shareholder (as Trustee of the Xxxxxx Family Trust) and Xxxxx Xxxxx Xxxxxxx.
Sample 1
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Capital Stock of the Seller. All of the shares of the capital stock of the Seller that are issued and outstanding are owned of record and beneficially as set forth on Schedule 2.1 and are owned by the holders thereof free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the shares of the capital stock of the Seller that are issued and outstanding have been duly authorized and validly issued, are fully paid and nonassessable. None of such shares were issued in violation of any preemptive rights or similar rights of any person. Except as set forth on Schedule 2.3, no option, warrant, call, conversion right or commitment of any kind exists which obligates Seller to issue any shares of its capital stock or obligates the shareholders of record to transfer any shares of such stock to any person.
Sample 1
Capital Stock of the Seller. Seller has 1,000 shares of capital stock outstanding, of which 600 shares are owned by Trey, 200 shares are owned by Xxx and 200 shares are owned by Xxxxx, and all of which have been duly authorized and validly issued,
Sample 1
Capital Stock of the Seller. The authorized capital stock of the Seller consists solely of 1,000 shares of common stock, par value $0.001 per share (the "COMMON STOCK"), itself consisting of (a) 100 shares of voting Common Stock, 18 of which are issued and outstanding immediately prior to the effectiveness of this Agreement (the "OUTSTANDING VOTING COMMON STOCK") and (b) 900 shares of non-voting Common Stock, 162 of which are issued and outstanding immediately prior to the effectiveness of this Agreement (the "OUTSTANDING NON-VOTING COMMON STOCK" and, together with the Outstanding Voting Common Stock, the "OUTSTANDING STOCK"). The shares of Outstanding Stock represent the only issued and outstanding shares of capital stock of the Seller. All of the issued and outstanding shares of Outstanding Stock are owned, beneficially and of record, free and clear of any Liens, other than Permitted Liens, as set forth on SCHEDULE 4.3. All of the shares of Outstanding Stock were duly authorized and validly issued and are fully paid and nonassessable, and each issuance of such shares was in accordance with the requirements of all applicable federal and state securities laws. Except for this Agreement or as set forth on SCHEDULE 4.3, there are no outstanding subscriptions, options, warrants, calls, conversion or other rights, agreements, commitments, arrangements or understandings relating to the sale, issuance or voting of any shares of the capital stock of the Seller, or of any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock of the Seller. There are no outstanding agreements or commitments obligating the Seller to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of the Seller. Concurrently with the execution of this Agreement, the Seller will issue the Shares to the Buyers free and clear of any Liens other than Liens created by or on behalf of the Buyers. Assuming the accuracy of the representations and warranties of the Buyers contained in ARTICLE V of this Agreement and that the offer, sale and issuance of the Shares is exempt from the registration requirements of the 1933 Act and all applicable state securities laws, the Shares that are being purchased by the Buyers hereunder, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free ...
Sample 1
Capital Stock of the Seller. The authorized capital stock of the Seller consists of 39,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. By the Closing Date, the Seller will duly increase the authorized capital stock of the Seller to consist of 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 26,823,694 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and (ii) no shares of preferred stock are issued and outstanding. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. Except as disclosed in Section 3.02 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller. Except as disclosed in Section 3.02 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of Designation, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of Designation, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares and registration of the Shares in the name of the Purchaser in the stock records of the Seller, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser.
Sample 1
Capital Stock of the Seller. The authorizex xxxital stock of the Seller consists solely of 5,000 shares of common stock, $10.00 par value, of which 3,768 shares are issued and outstanding. There are no shares of Seller's capital stock held in its
Sample 1

Related to Capital Stock of the 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.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • 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.

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

  • 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:

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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