Common use of The Capital Stock Clause in Contracts

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Lee Thomas H Equity Fund Iii L P), Securities Purchase Agreement (Lee Thomas H Equity Fund Iii L P), Securities Purchase Agreement (Lee Thomas H Equity Fund Iii L P)

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The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of or contemplated by the Disclosure Letter as of SEC Reports or the date hereofOffering Circular, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Tribune Co), Securities Purchase Agreement (Softkey International Inc)

The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid 8 15 and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Learning Co Inc)

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The Capital Stock. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid 15 and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding.

Appears in 1 contract

Samples: Securities Purchase Agreement (Learning Co Inc)

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