Common use of Capitalization; Title to Shares Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Assured Guaranty LTD), Stock Purchase Agreement (Assured Guaranty LTD)

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Capitalization; Title to Shares. (a) The authorized capital stock of the Company consists of 200,000 shares of common stock, 200,000 shares of which 102,374 shares are issued and outstanding and comprise constitute the Shares. Seller owns All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially and of recordby Sellers as set forth on Schedule A, free and clear of any claimall Liens. Upon consummation of the transactions contemplated by this Agreement, charge, preferential arrangement, lien or other encumbrance, Buyer shall own 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 encumbranceall Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)

Capitalization; Title to Shares. The Company's authorized capital stock consists of One Hundred Thousand (100,000) shares of common stock of which Ninety-eight (98) shares are issued and outstanding. No other equity securities of the Company consists of 200,000 are authorized, issued, or outstanding; and there are no outstanding options, agreements, contracts, or commitments relating to any 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 Company 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 encumbrancethan this agreement.

Appears in 1 contract

Samples: 1 Stock Purchase Agreement Common Stock (Sport Haley Inc)

Capitalization; Title to Shares. (a) The authorized capital stock of the Company consists of 200,000 100 shares of common stock, 200,000 shares par value $0.0001 per share, of which only the Shares are issued and outstanding outstanding. The Shares have been duly authorized and comprise the Sharesvalidly issued and are fully paid and nonassessable and not subject to or issued in violation of any preemptive or similar rights. Seller owns the Shares, 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 encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase Agreement (Salix Pharmaceuticals LTD)

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Capitalization; Title to Shares. The authorized capital stock of the Company consists of 200,000 1,020,000 shares of common stock, 200,000 shares of which 1,000,000 shares are issued and outstanding and comprise constitute the Shares. Seller owns All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially and of recordby Sellers as set forth on Schedule 2.3, 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 encumbranceLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)

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