Capital Stock; Title. The authorized capital stock of the Corporation consists of 40,000,000 shares of common stock, of which 7,501,250 shares are issued and outstanding immediately prior to the Closing. The Shares represent, collectively, all of the issued and outstanding shares of capital stock or other equity interests in the Corporation. The Shares are fully paid and nonassessable. The Corporation does not have any outstanding subscriptions, warrants, convertible securities, obligations, options or rights entitling others to acquire shares of capital stock of the Corporation, or any outstanding securities, options, warrants, rights or other instruments convertible into or exchangeable or exercisable for shares of capital stock of the Corporation. Other than set forth on Schedule 2.02, no other Person has ever held any beneficial or record ownership of any shares of the Corporation’s common stock or options to purchase the Corporation’s common stock. Except as disclosed in Schedule 2.02, neither the Corporation nor Sellers is a party to any shareholders agreement, buy-sell or similar agreement, redemption or similar agreement, proxy, voting trust or arrangement affecting the Shares. All the Shares have been duly authorized and validly issued. All shares of the Corporation’s common stock issued upon exercise of the options issued pursuant to the Stock Option Plan in accordance therewith were duly authorized and validly issued and fully paid and nonassessable. None of the Shares was issued in violation of the Securities Act or any other legal requirement of any Governmental Authority.
Capital Stock; Title. SCHEDULE 4.8 accurately sets forth the authorized capital stock of Buyer and the number of shares of each class of capital stock of Buyer that are issued and outstanding as of the date hereof. All of the issued and outstanding shares of capital stock of Buyer are duly authorized, validly issued, fully paid and non-assessable. Upon delivery of the payment for the Equity Interest as herein provided and assuming the Seller has the requisite power and authority to be the lawful owner of the Equity Interest, Buyer will acquire good title thereto, free and clear of any Encumbrance (other than (i) Encumbrances created by Seller and (ii) the requirements of the Federal and state securities laws respecting limitations on the subsequent transfer thereof), and will own one hundred percent of the issued and outstanding Equity Interest.
Capital Stock; Title. The authorized capital stock of Embarcadero and each Embarcadero Subsidiary is accurately and completely set forth in Section 3.2(b) of Sellers Disclosure Schedule. All of the outstanding shares of capital stock of Embarcadero are duly authorized, validly issued, fully paid and nonassessable and are owned of record by Sellers. Other than the Embarcadero Subsidiaries, Embarcadero has no subsidiaries. All of the outstanding shares of capital stock of each Embarcadero Subsidiary are duly authorized, validly issued, fully paid and nonassessable and owned beneficially and of record, directly or indirectly, by Embarcadero, free and clear of all Liens, other than Purchaser Liens. Other than the Embarcadero Shares and the shares of capital stock of the Embarcadero Subsidiaries held, directly or indirectly, by Embarcadero, there are no outstanding securities, equity interests or any rights (pre-emptive or other), subscriptions, calls, warrants, options or other Contracts (except for this Agreement) under which any Person has the right or option to (i) purchase, subscribe for or otherwise acquire any shares of capital stock or other equity interest of Embarcadero or any Embarcadero Subsidiary (or any interest therein), or any security convertible into or exchangeable or exercisable for any shares of capital stock or other equity interest of Embarcadero or any Embarcadero Subsidiary (or any interest therein), (ii) receive any dividend, voting or ownership rights similar to those accruing to a holder of the Embarcadero Shares or the holder of any shares of capital stock of any Embarcadero Subsidiary, or (iii) participate in the equity, income or election of directors or officers of any Company or in any other vote or consent of shareholders of any Company.
Capital Stock; Title. The authorized capital stock of the Company consists solely of the Shares, all of which are issued and outstanding. The Shares are duly authorized, validly issued, fully paid, and nonassessable and are owned beneficially and of record by Seller, free and clear of all liens and encumbrances. Upon delivery of payment for the Shares as herein provided, Purchaser will acquire good and valid title to the Shares, free and clear of any lien or encumbrance (other than liens or encumbrances created by Purchaser). There are no outstanding securities, rights (preemptive or other), subscriptions, calls, warrants, options, or other agreements (except for this Agreement) that give any person or entity the right to (a) purchase or otherwise receive or be issued any shares of capital stock of the Company (or any interest therein) or any security convertible into or exchangeable for any shares of capital stock of the Company (or any interest therein), (b) receive any dividend, voting, or ownership rights similar to those accruing to a holder of the Shares, or (c) participate in the equity, income, or election of directors or officers of the Company.
Capital Stock; Title. The authorized capital stock of the Company consists of 80 shares of Common Stock divided into 40 shares of Class A Stock and 40 shares of Class B Stock, all of the Pan Value of $46,000.00 par value per share, of which 58 shares are issued and outstanding. Except for the Common Shares, there are no outstanding securities, rights (preemptive or other), subscriptions, calls, warrants, options, or other agreements (except for this Agreement) that give any person or entity the right to (a) purchase or otherwise receive or be issued any shares of capital stock of the Company (or any interest therein) or any security convertible into or exchangeable for any shares of capital stock of the Company (or any interest therein), (b) receive any dividend, voting, or ownership rights similar to those accruing to a holder of any of the Company's shares, or (c) participate in the equity, income, or election of directors or officers of the Company.
