Holdings Capital Stock. To the extent 50% or more of the Voting Stock of Holdings is held by a holding company, no Liens shall be created, incurred, assumed or permitted to exist with respect to such Voting Stock.
Holdings Capital Stock. The Shareholders agree that the subscribed ----------------------- and paid-in capital stock of Holdings as of the date hereof shall be of $32, 703,000.00 (thirty-two million, seven hundred three thousand pesos 00/100 Mexican Currency), represented by 32,703 (thirty-two thousand seven hundred and three) common or ordinary shares. Shares Series "A" shall be held by Mexican shareholders and Shares Series "B" shall be of free subscription. Class I Shares shall represent the minimum fixed portion of the capital stock and Class II Shares the variable portion of the capital stock. All shares shall have a par value of 1,000.00 (one thousand pesos 00/100 Mexican Currency) each shall have full and equal voting rights. The structure of the capital stock of Holdings is more fully described in Exhibit II hereto.
Holdings Capital Stock. Each Stockholder shall have delivered all certificates evidencing their shares of the Holdings Capital Stock together with properly executed assignments separate from certificate (stock powers), all in form and substance reasonably acceptable to Schawk's counsel; all option holders who shall have become stockholders of Holdings after the date of this Agreement shall have executed joinder agreements to this Agreement in form and substance reasonably acceptable to Schawk's counsel.
Holdings Capital Stock. The authorized capital stock of Holdings consists of 17,462,500 shares of common stock, par value $.001 per share, divided into 4,375,000 shares of the Class A Common Stock, of which 1,656,250 shares have been issued and are outstanding; 787,500 shares of the Class B Common Stock, none of which shares have been issued and are outstanding; 2,150,000 shares of the Class C Common Stock, none of which shares have been issued and are outstanding; and 10,150,000 shares of preferred stock, par value $.001 per share, divided into 8,000,000 shares of Series A Redeemable Preferred Stock, all of which shares have been issued and are outstanding, and 2,150,000 shares of Series B Convertible Preferred Stock, all of which shares have been issued and are outstanding; in each case after giving effect to the Acquisition. The shares of Class A Common Stock and Class B Common Stock issuable upon the exercise of the Warrants have been duly authorized and validly reserved for issuance upon such exercise and, when so issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, and except as set forth in the Stockholders Agreement, there are no preemptive rights of stockholders with respect to the issuance of such shares upon such exercise. All of the outstanding shares of the Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and the certificates evidencing such shares have been duly executed and delivered by Holdings and are in proper form under the Delaware General Corporation Law. Other than (i) the Series B Preferred Stock, (ii) the Class A Common Stock, (iii) the Class B Common Stock, (iv) the Warrants and (ii) the warrants to purchase an aggregate of 218,750 shares of Class A Common Stock issued to principals and employees of Larkspur Capital Corporation, Holdings does not have outstanding securities convertible into or exchangeable for any shares of its capital stock. Except as set forth in the Investors' Rights Agreement and the Stockholders' Agreement, Holdings does not have any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any shares of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock; and Holdings is not subject to any obligation (contingent or otherwise) to...
Holdings Capital Stock. Immediately subsequent to the Closing (and after giving effect to the transactions contemplated by this Agreement), the entire authorized capital stock of Holdings will consist of 1,000,000 shares of Holdings Preferred Stock and 74,000,000 shares of Holdings Common Stock. The Holdings Securities issued to the Sellers will have been, at or before the Closing, duly authorized and, when issued to the Sellers in accordance with this Agreement, will be validly issued, fully paid, and nonassessable and not subject to (except pursuant to the Shareholders Agreement), nor will they be issued in violation of, any preemptive rights or rights of first refusal. At the Closing, Holdings shall deliver to the applicable Sellers good and marketable title to the Holdings Securities, free and clear of all Encumbrances other than restrictions on transfer under the Securities Act and applicable state securities laws and Encumbrances pursuant to this Agreement, any other Transaction Document or any of the transactions contemplated by any of the Transaction Documents. Except as set forth in Holding's certificate of incorporation and in the Transaction Documents, Holdings (after giving effect to the transactions contemplated by this Agreement) is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any equity securities or any warrants, options or other rights to acquire its equity securities, and there are no agreements with respect to the voting or transfer of Holdings' equity securities or with respect to any other aspect of Holdings' affairs. Holdings owns all of the issued and outstanding capital stock of Buyer, and there are not outstanding any other securities or securities convertible or exchangeable for any equity securities or containing any profit participation features, nor any rights or options to subscribe for or to purchase Buyer's equity securities or any securities or securities convertible into or exchangeable for Buyer's equity securities or any equity appreciation rights or phantom interests. Each share of Holdings Securities to be issued at or prior to Closing to GTCR Fund VIII or any of its Affiliates shall be sold to such Persons pursuant to the GTCR and Cash Purchaser Purchase Agreement.
