Outstanding Capital Stock. The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of any stockholder of the Company.
Outstanding Capital Stock. The Company is authorized to issue one hundred thousand (100,000) shares of common stock, par value $.01 per share, of which seven hundred fifty (750) shares are issued and outstanding, and no other class of capital stock of the Company is authorized or outstanding. The Shares are duly authorized, validly issued and fully paid and nonassessable.
Outstanding Capital Stock. Pubco shall have at least 300,000,000 shares of Pubco Common Stock authorized of which no more than 72,000,000 shares shall be issued and outstanding in the aggregate at the Closing.
Outstanding Capital Stock. 2 5.2 Options or Other Rights...................................... 3 5.3
Outstanding Capital Stock. The Company is authorized to ------------------------- issue a total of 5,000 shares of Common Stock. All of the outstanding shares of Common Stock, which constitute all of the Shares, were duly authorized for issuance and are validly issued, fully paid and nonassessable and not issued in violation of the preemptive or similar rights of any Person. The Company has not issued and does not have outstanding any shares of preferred stock or any other class of capital stock other than the Shares. Except as set forth in 1 Schedule 4.3 hereto, there are no outstanding rights, subscriptions, ------------ warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise to receive from the Company or any of its Subsidiaries any of the outstanding, authorized but unissued or unauthorized capital stock or any other security of the Company or any of its Subsidiaries, and there is no outstanding security of any kind of the Company or any of its Subsidiaries convertible into or exercisable for the purchase of any such capital stock or other security of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.3 (which agreements will terminate upon ------------ Closing), none of the Sellers nor the Company nor any of its Subsidiaries is a party to any voting trust or other voting agreement with respect to any of the Shares or to any agreement relating to the issuance, sale, redemption, transfer, registration or other disposition of the capital stock of the Company or any of its Subsidiaries.
Outstanding Capital Stock. The authorized and issued shares of capital stock or other ownership interests of each Subsidiary are set forth in Section 3.4 of Seller's Disclosure Memorandum. Except as set forth in Section 3.4 of Seller's Disclosure Memorandum, as of the Effective Date all issued and outstanding capital stock or other ownership interests of each Subsidiary, and Reorganized Paragon's or any of its Subsidiaries' equity interest in any Investment Entity, will be owned by Reorganized Paragon or a Subsidiary free and clear of any Lien other than Permitted Liens. At the Closing, all of the outstanding shares of capital stock of Reorganized Paragon and the Subsidiaries will be (in the case of Reorganized Paragon as of the Effective Date and after giving effect to the Plan), and Reorganized Paragon's or any of its Subsidiaries' equity interest in any Investment Entity will be, duly authorized and validly issued, fully paid and nonassessable (subject, in the case of the Mabesa Investment Entity, to Seller's obligation to make annual earn-out payments pursuant to the Irrevocable Call Option Agreement, dated January 26, 1996, among International Disposable Products Investments Ltd., PTB International, Inc. and the Seller). Except as set forth in Section 3.4 of Seller's Disclosure Memorandum, at the Closing, no other class of capital stock or other ownership interests of the Subsidiaries will be authorized or outstanding. Upon delivery of and payment for the Purchased Shares at the Closing as herein provided, Reorganized Paragon will convey to the Buyer and/or its designees and assignees good and valid title thereto, free and clear of any Lien.
Outstanding Capital Stock. Each issued and outstanding share of Common Stock of the Acquired Company shall be converted into and become a number of fully paid and nonassessable REIT Common Shares equal to (a) $819.67 divided by (b) the public offering price per share for REIT Common Shares as set forth in the REIT’s final prospectus relating to the Kite IPO (rounded to the nearest whole REIT Common Share).
Outstanding Capital Stock. There are no issued and outstanding shares of capital stock of the Company which have dividend or redemption rights, liquidation preferences, conversion rights, voting rights or otherwise which are superior to or on a party with the Series C Preferred Stock.
Outstanding Capital Stock. As of the Closing and after giving effect to the transactions contemplated hereby, the authorized capital stock of the Company will consist of the following shares and other rights and securities:
Outstanding Capital Stock. The Company is authorized to issue 545,916 shares of Company Common Stock, of which 545,916 shares are issued, and are outstanding and no shares are held by the Company as treasury stock. All of the outstanding shares of Common Stock are owned by the Stockholders in the respective amounts set forth on Exhibit A. The authorized and issued shares of capital stock of each Subsidiary are set forth on Schedule 3.4. All issued and outstanding capital stock of each Subsidiary is owned by the Company, free and clear of any lien, pledge, mortgage, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever (collectively, "Liens"), except as created by this Agreement and except for limitations on transfers imposed by Federal and state securities or "blue sky" laws. All of the outstanding shares of capital stock of the Company and the Subsidiaries are duly authorized and validly issued, fully paid and nonassessable. No other class of capital stock or other ownership interests of the Company or any of the Subsidiaries is authorized or outstanding.
