Capitalization and Ownership. The authorized capital stock of the Borrower consists of 100,000,000 shares of common stock, of 31,248,379 shares are issued and outstanding and 5,000,000 shares of preferred stock, of which no shares are outstanding, in each case as of May 2, 2011.
Capitalization and Ownership. (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.
Capitalization and Ownership. Schedule 6.1.2, which shall be delivered on or prior to the Closing Date, states the authorized capital stock of TGI as of the Closing Date, the issued and outstanding shares (referred to herein as the “Shares”) of such stock as of November 19, 2013, and the names of any parties beneficially owning, individually or through affiliates, more than 5% thereof as of the Closing Date. All of the Shares have been validly issued and are fully paid and nonassessable. As of the Closing Date, there are no options, warrants or other rights outstanding to purchase any such Shares except as disclosed in Schedule 6.1.2.
Capitalization and Ownership. The authorized and outstanding capital stock of the Company (including without limitation all voting securities) (the "Capital Stock") and its par value per share, if any, is as set forth on Schedule 2.1(b) hereto. Each person listed on Schedule 2.1(b) is the lawful owner of that number of the issued and outstanding shares of capital stock of the Company set forth opposite such person's name, free and clear of any restrictions upon transfer except as indicated in Schedule 2.1(b), all of which restrictions shall be removed no later than the Closing Date. The shares of Capital Stock set forth on Schedule 2.1(b) constitute all of the shares of capital stock of the Company and all such shares have been duly authorized and are validly issued, fully paid and nonassessable, and to the best of the knowledge and belief of the Company and the Selling Shareholders, have been issued in compliance with all applicable federal and state securities laws. There are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Company or the Selling Shareholder may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of capital stock of the Company, and there are no shareholders' agreements to which the Company or the Selling Shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Company or the Selling Shareholders or to which the Capital Stock is subject. There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Company obligating the Company or the Selling Shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Common Stock for the shares of the Company's Capital Stock, as set forth herein, Purchaser shall acquire good and marketable title to the shares of Capital Stock of the Company, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature. The Company has satisfied all of its obligations to all current and past shareholders, and none of such current or past shareholders has any claims, or any basis therefor, against the Company arisin...
Capitalization and Ownership. All of the authorized capital stock of the Borrower, and the shares (referred to herein as the "Shares") of the Borrower that are issued and outstanding have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any such shares except as indicated on Schedule 5.1.2.
Capitalization and Ownership. The authorized and outstanding capital stock of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all of the shares of capital stock of the Purchaser issued and outstanding and have been duly authorized and validly issued, fully paid and nonassessable, and to the best of the Knowledge and belief of Purchaser, issued in compliance with all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is f...
Capitalization and Ownership. As of the date of this Agreement, the entire authorized capital stock of the Company consists of 1,000 shares of Company Common Stock. The issued and outstanding shares of Company Common Stock are owned of record and beneficially by the Stockholders shown on Exhibit A hereof. All of the presently outstanding shares of capital stock of the Company have been validly authorized and issued and are fully paid and nonassessable. The Company has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares, except as set forth on Schedule 3.02. Except as contemplated under this Agreement, there are no agreements to which the Company is a party regarding the issuance, registration, voting or transfer of its outstanding shares of its capital stock. Except for possible dividends to be issued in connection with the Excluded Assets as described in Section 1.05 and dividends related to the payment of the Stockholders' tax liabilities with respect to earnings of the Company up to the Closing Date, each and all of which shall be subject to the prior written approval of GRS, no dividends are accrued but unpaid on any capital stock of the Company.
Capitalization and Ownership. As of the Closing Date, the authorized capital stock of the Borrower consists of 40,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which one share of common stock and no shares of senior preferred stock (collectively referred to herein as the “Shares”) are issued and outstanding and are owned as indicated on Schedule 6.1.2. All of the Shares have been validly issued and are fully paid and nonassessable. As of the Closing Date, there are no options, warrants or other rights outstanding to purchase any such shares except as indicated on Schedule 6.1.2.
Capitalization and Ownership. Schedule 5.1.2 states, as of the Closing Date, the authorized capital stock of the Borrower, the issued and outstanding shares (referred to herein as the "Shares") of such stock, and the names of any parties beneficially owning, individually or through affiliates, more than 5% thereof. All of the Shares have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any such Shares except as indicated on Schedule 5.1.2.
Capitalization and Ownership. The authorized capital stock of the Borrowers consists of the number of shares as set forth on Schedule 5.1.2 hereto. Schedule 5.1.2 hereto also sets forth the number of shares of issued and outstanding capital stock of such Borrower and the ownership of such shares, and all such shares have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any shares of the capital stock of such Borrower except as indicated on Schedule 5.1.2.
