LTVGIA Sample Clauses

LTVGIA. All of the issued and outstanding shares of Capital Stock of LTVGIA are duly authorized, validly issued, fully paid and nonassessable, and are owned of record as of the date hereof by LMC free and clear of any Liens and Restrictions (other than any Liens or Restrictions arising out of or pursuant to this Agreement, the Gemstar Stockholders' Agreement, the Gemstar Rights Plan, the September Letter Agreement and any restrictions on transfer arising under the Securities Act or state securities laws). The LTVGIA Shares constitute all of the issued and outstanding shares of Capital Stock of LTVGIA. All of the share certificates issued and outstanding which represent the LTVGIA Shares will be delivered to NPAL on the Closing Date. No other shares of Capital Stock or other voting securities of LTVGIA are issued, reserved for issuance or outstanding. There are no options or agreements relating to the issued or unissued Capital Stock of LTVGIA or obligating LTVGIA to issue, transfer, grant or sell any shares of Capital Stock of, or other equity interests in, or securities convertible into or exchangeable for any Capital Stock or other equity interests in, LTVGIA other than this Agreement and the September Letter Agreement. There are no outstanding contractual obligations of LTVGIA to repurchase, redeem or otherwise acquire any shares of Capital Stock of LTVGIA.