Capital Stock; Subsidiaries. (a) All of the outstanding Capital Stock of each Loan Party and each Subsidiary thereof has been duly authorized and validly issued and is fully paid and non-assessable and, in the case of each Loan Party and Subsidiary other than Borrower, has been duly pledged as Collateral under the Guarantee and Security Agreement and is free and clear of all Liens (except Permitted Liens).
Capital Stock; Subsidiaries. Set forth on Schedule 1(a) to the Perfection Certificate is a complete and accurate list of all Subsidiaries of the Borrower as of the Closing Date, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 5.1(b) is a true and correct copy of each such document, each of which is valid and in full force and effect as of the Closing Date. As of the Closing Date, Schedule 10(a) to the Perfection Certificate shows the number of shares or other units of each class of each Subsidiary’s Capital Stock authorized, and the number outstanding, on the Closing Date and the percentage of each such class of its Capital Stock owned (directly or indirectly) by the Borrower or any Subsidiary thereof. All of the outstanding Capital Stock of each such Subsidiary (A) (in the case of Subsidiaries that are corporations) has been validly issued, is fully paid and non-assessable and (B) to the extent owned by the Borrower or one or more of its Subsidiaries, is free and clear of all Liens, except those created under the Security Documents or Liens permitted pursuant to Section 7.1.
Capital Stock; Subsidiaries. 15 5.4 SEC Filings; Company Financial Statements...............................................................15 5.5 Absence of Undisclosed Liabilities......................................................................16 5.6 Absence of Certain Changes or Events....................................................................16 5.7
Capital Stock; Subsidiaries. (a) As of the date hereof (i) the authorized capital stock of the Company consists of 1,678,200 shares of common stock, par value US$0.01 per share, 1,000,000 shares of which are issued and outstanding, and 251,700 shares of non-voting common stock, par value US$0.01 per share, none of which are issued and outstanding; and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding; and (ii) the authorized capital stock of the Subsidiary consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 8,355,000 common shares are issued and outstanding (the "SUBSIDIARY SHARES"); and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding. As of the date hereof, the Company has reserved 251,700 shares of its non-voting common stock for issuance upon exercise of stock options under the Company's stock option plan and the Company has granted options for the purchase of an aggregate of 55,000 shares of the Company's non-voting common stock. As at Closing, all issued and outstanding options for the purchase of non-voting common stock of the Company shall be cancelled, terminated and of no further force or effect. All of the Shares and Subsidiary Shares are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive or similar rights with respect thereto. There are no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company and/or the Subsidiary may vote ("VOTING DEBT") issued or outstanding. As at Closing, there will be no options, warrants, calls, subscriptions or other rights or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company and/or the Subsidiary or obligating the Company and/or the Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interests in, the Company and/or the Subsidiary or securities convertible into or exchangeable for such shares or equity interests or obligating the Company and/or the Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement or commitment. Other than as set forth herein, there are no outstanding contractual obligations of the Company and/or...
Capital Stock; Subsidiaries. As of the Closing Date, the Loan Parties do not have any direct or indirect Subsidiaries that are not Excluded Subsidiaries other than those specifically disclosed on Schedule 4.2 (it being understood Schedule 4.2 may also set forth Subsidiaries that are Excluded Subsidiaries). All of the outstanding Capital Stock of each such Subsidiary (A) (in the case of Subsidiaries that are corporations) has been validly issued, is fully paid and non-assessable and (B) to the extent owned by the Borrower or any other Loan Party, is free and clear of all Liens, except those created under the Security Documents or Liens permitted pursuant to Section 7.1.
Capital Stock; Subsidiaries. (a) The entire authorized capital stock of Seller consists of 10,000 shares, no par value, of common stock (the "Seller Common Stock"), of which 143.896 shares of Seller Common Stock are issued and outstanding. The Shareholders are the sole owners of all of the outstanding capital stock of the Seller, and their respective ownership of the Seller Common Stock are set forth on Schedule 3.03. Except as set forth on Schedule 3.03, there are no outstanding obligations, options, warrants, convertible securities, phantom stock, stock appreciation rights or other rights, agreements, arrangements or commitments of any kind relating to the capital stock of Seller or obligating Seller to issue or sell any shares of capital stock of, or any other interest in, Seller. Except as set forth on Schedule 3.03, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any shares of Seller 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. Except as set forth on Schedule 3.03, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Seller Common Stock.
Capital Stock; Subsidiaries. (a) The authorized capital stock of the Company consists solely of (i) 9,000,000 shares of common stock, no par value per share, of which 416,110 shares are issued and outstanding as of the date of this Agreement, and (ii) 1,000,000 shares of preferred stock, $1.00 par value per share, of which no shares are issued and outstanding. Except for such 416,110 shares of common stock, there are no shares of capital stock or other equity securities of the Company outstanding. The authorized capital stock of the Company Bank consists of 2,000 shares of common stock, $250 par value per share, of which 2,000 shares are issued and outstanding as of the date of this Agreement and are owned and held by the Company, and except for such 2,000 shares of common stock, there are no shares of capital stock or other equity securities of the Company Bank outstanding. SECTION 4.3 of the Company's Disclosure Schedule lists all of the Company's direct and indirect subsidiaries other than the Company Bank as of the date of this Agreement. The Company or one of its subsidiaries owns all of the issued and outstanding shares of capital stock of each such subsidiary.
Capital Stock; Subsidiaries. (a) The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of capital stock of the Company are duly and validly issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of capital stock of the Company has been issued in violation of any preemptive rights of the current or past stockholders of the Company or others. SCT Financial owns all right, title and interest (legal and beneficial) in and to all of the issued and outstanding shares of the Company's capital stock free and clear of all Liens. Except as specifically contemplated by this Agreement, no Person has any Contract, any right or privilege (whether pre-emptive or contractual) capable of becoming a Contract or equity right for the purchase, subscription or issuance of any securities of the Company.
Capital Stock; Subsidiaries. (a) The authorized capital stock of the Company consists of 20,000,000 shares of common stock, no par value per share, of which 1,748,421 shares are issued and outstanding as of the date of this Agreement, and except for such 1,748,421 shares of common stock, there are no shares of capital stock or other equity securities of the Company outstanding. The authorized capital stock of the Company Bank consists of 20,000,000 shares of common stock, $5.00 par value per share, of which 1,748,421 shares are issued and outstanding as of the date of this Agreement and are owned and held by the Company, and except for such 1,748,421 shares of common stock, there are no shares of capital stock or other equity securities of the Company Bank outstanding. Section 4.3 of the Company's Disclosure Schedule lists all of the Company's direct and indirect Subsidiaries other than the Company Bank as of the date of this Agreement. The Company or one of its Subsidiaries owns all of the issued and outstanding shares of capital stock of each such Subsidiary.
Capital Stock; Subsidiaries. (a) The authorized capital stock, all of which is validly issued, fully paid, and non-assessable, the par value per share and the number of issued and outstanding shares and treasury shares of each of the Acquired Entities is set forth on Schedule 4.4 hereto.
