Capitalization; Title to Shares. The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.
Capitalization; Title to Shares. The Shares consist of the 1,200 ordinary shares of capital stock each with value of one (1) Euro and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owner. There are not outstanding (i) any options, warrants or other rights to purchase from the Seller any equity interests of the Vessel Owner, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owner or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owner.
Capitalization; Title to Shares. The authorized capital stock of the Company consists of 200,000 shares of common stock, 200,000 shares of which are issued and outstanding and comprise the Shares. Seller owns beneficially and of record, free and clear of any claim, charge, preferential arrangement, lien or other encumbrance, all of the Shares. Upon payment for the Shares as herein provided, Buyer will acquire good and marketable title thereto, free and clear of any claim, option, call, subscription, warrant, charge, preferential arrangement, lien or other encumbrance.
Capitalization; Title to Shares. (a) The Company’s authorized capital stock consists solely of 2,000,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock. The Shares represent at least ninety percent (90%) of the issued and outstanding shares of Company Common Stock. As of the date hereof (i) 1,167,621,940 shares of Company Common Stock are issued and outstanding, and (ii) 832,378,060 shares of Company Common Stock are held by the Company as non-voting treasury shares. No preferred stock is issued and outstanding. All outstanding shares of Common Stock are and will on the Closing Date be validly issued, fully paid and non-assessable.
Capitalization; Title to Shares. Crosstex’s authorized Capital Stock consists of five hundred thousand (500,000) shares of common stock, par value $.01 per share (“Crosstex Stock”), of which 120,592 shares are issued and outstanding as of the date hereof. No other class of Capital Stock of Crosstex is authorized or outstanding. All of the issued and outstanding shares of Crosstex Stock are (i) owned by Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Xxxxxxx, Xx., Xxxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxx (collectively, the “Shareholders”) and (ii) duly authorized and are legally and validly issued, fully paid and nonassessable. Seller is the beneficial and record owner of 29,377 shares of Crosstex Stock, all of which constitutes the Shares hereunder. Seller and each of the other Shareholders owns good and valid title to his or her shares of Crosstex Stock free and clear of all Liens whatsoever, with full power and authority to transfer and convey the same. Seller will convey to Purchaser at the Closing, good, valid and marketable title to the Shares free and clear of all Liens whatsoever, other than restrictions on transfer under federal or state securities laws.
Capitalization; Title to Shares. (a) The authorized capital stock of MONY consists of 2,500,000 shares of common stock, par value $1.00 per share, 2,500,000 of which are issued and outstanding and constitute the Shares. The Shares are the only shares of MONY that are issued and outstanding. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of, or in violation of any preemptive or subscription rights enforceable under, Applicable Law. Seller directly owns the Shares beneficially and of record and free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, Purchaser shall be vested with good and marketable title in and to all of the Shares, free and clear of all Liens.
Capitalization; Title to Shares. All of the outstanding shares of the Company are validly issued, fully paid and non-assessable and owned by each of the persons as set forth on Schedule 2(c) hereto. Except as set forth in Schedule 2(c) hereto, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of its equity securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Terms. When issued in compliance with the provisions of this Agreement and the Articles, the Shares will be validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon Groupon; provided, however, that the Shares may be subject to restrictions on transfer under the Articles, the Agreement, applicable securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The issuance of the Shares to the Purchasers hereunder are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.
Capitalization; Title to Shares. (a) The authorized capital stock of theglobe consists of 100,000,000 shares of theglobe Common Stock and 3,000,000 shares of preferred stock, $0.001 per share, of which 10,662,771 shares of theglobe Common Stock and no shares of preferred stock were issued and outstanding as of March 31, 1999. All the issued and outstanding shares of theglobe Common Stock are validly issued, fully paid and nonassessable. Except pursuant to this Agreement and except as disclosed in theglobe SEC Reports (as defined in Section 4.7(a)) and Schedule 4.4(a), there are no shares of capital stock of theglobe authorized and there are no outstanding subscriptions, options, warrants, rights, stock-based or stock-related awards or convertible or exchangeable securities or other agreements to which theglobe is a party of any character relating to, or obligating theglobe to issue, grant, award, transfer or sell, any issued or unissued shares of theglobe's capital stock or other securities of theglobe. Except as disclosed in theglobe SEC Reports, there are no voting trusts, proxies or other agreements or understandings to which theglobe is a party with respect to the voting of capital stock of theglobe. theglobe has full corporate power and authority to deliver theglobe Shares to the Stockholders pursuant to the Merger and to transfer to the Stockholders good and valid title to theglobe Shares.
Capitalization; Title to Shares. The authorized capital stock of EDT consists of 40,000,000 shares of common stock, par value $0.001 per share ("COMMON STOCK") and 10,000,000 shares of preferred stock, $0.01 par value ("PREFERRED STOCK"). As of March 31, 2001 (i) 10,572,548 shares of Common Stock were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, (iii) 1,149,116 shares of Common Stock were issued and held in the treasury of EDT, (iv) a total of 2,000,000 (or 3,500,000 if approved by the EDT stockholders as a part of the annual meeting) shares of Common Stock were reserved for issuance pursuant to the EDT 1997 Stock Compensation Plan, (v) 1,283,525 shares of Common Stock were reserved for issuance pursuant to warrants. All issued and outstanding shares of EDT Stock are duly authorized, fully paid and non-assessable and were issued in accordance with the registration or qualification provisions of the Securities Act, and of any relevant state securities laws or pursuant to valid exemptions therefrom. There are no other outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from EDT of any of its securities. All shares of EDT Stock presently outstanding are, and all Shares which may be issued pursuant to the exercise of outstanding options under the EDT 1997 Stock Compensation Plan, when issued in accordance with the terms thereof will be, validly authorized and issued and fully paid and nonassessable. Since the EDT Financials Date, EDT has not redeemed or purchased any shares of EDT Stock, or declared, set aside, or paid any dividend or other distribution in respect of EDT Stock.
Capitalization; Title to Shares. The authorized capital stock of Company C consists solely of 1,000 shares of Company C Common Stock, of which 500 shares are issued and outstanding, and the authorized capital stock of Company S consists solely of 1,000 shares of Company S Common Stock of which 400 shares are outstanding. The Companies have no other classes of capital stock authorized, issued or outstanding. The full name and address of each Seller, and the number of shares of Company C Common Stock and Company S Common Stock owned by each Seller, are set forth on Schedule 3.3. All the issued and outstanding shares of Company C Common Stock and Company S Common Stock are validly issued, fully paid and nonassessable and are owned by the Sellers as set forth on Schedule 3.3 free and clear of any lien, pledge, charge, assessment, security interest, mortgage, claim, option, easement, imperfection of title, tenancy or other legal or equitable right of others, or other encumbrance of any character whatsoever (including, without limitation, any right of first refusal upon sale) (each an "Encumbrance"). Except as set forth on Schedule 3.3, there are no shares of capital stock of either Company authorized, issued or outstanding, and there are no outstanding options, warrants, or other securities convertible into or exchangeable for shares of Company C Common Stock, Company S Common Stock or other capital stock of either Company, subscriptions, rights (including, without limitation, preemptive rights), stock-based or stock-related awards or other contracts, agreements or arrangements (or Commitments (as defined in Section 3.7(a)) with respect to issuance or grant of any of the foregoing) to which either Company or Seller is a party or by which either Company or Seller may be bound of any character relating to, or obligating either Company or Seller to issue, grant, award, transfer or sell, or based on the value of, any issued or unissued shares of either Company's capital stock or other securities of either Company. There are no voting trusts, proxies or other agreements or understandings to which either Company or Seller is a party with respect to the voting of capital stock of either Company.
