Acquired Stock Sample Clauses

Acquired Stock. The Stockholders are collectively the record and beneficial owner of 100% of the Acquired Stock. The Acquired Stock represents 100% of the issued and outstanding shares of capital stock of the Company.
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Acquired Stock. Seller shall have validly transferred to Purchaser the Acquired Stock, which shall constitute no less than 99% of the Outstanding Stock, in accordance with the terms and conditions of this Agreement.
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Acquired Stock. (a) Seller or one of its Affiliates is the registered and beneficial owner of that number of shares of Acquired Stock set forth opposite the name of the Acquired Subsidiary described on Schedule 2.9, which constitutes all of the issued and outstanding shares of each class of capital stock of the Acquired Subsidiary. All of the shares of Acquired Stock are validly issued, fully paid and non-assessable, and there are no restrictions with respect to the transfer of the Acquired Stock by Seller or one of its Affiliates to Purchaser or one of its Affiliates, except those imposed by applicable securities or local law. The delivery to Purchaser or one of its Affiliates at Closing of certificates evidencing the Acquired Stock will convey and transfer to Purchaser or one of its Affiliates good, complete and marketable title to the Acquired Stock, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities or local laws and Permitted Encumbrances). Schedule 2.9 sets forth the Acquired Subsidiary's name, its place and date of incorporation, the number of shares of Acquired Stock of the Acquired Subsidiary held by Seller or one of its Affiliates, and the percentage ownership represented by such shares of Acquired Stock. Neither Seller nor any of its Affiliates (including, without limitation, the Acquired Subsidiary) is subject to any obligation (contingent or otherwise) with respect to the issuance of any capital stock (or any warrants, options or other rights with respect thereto) of the Acquired Subsidiary or the redemption or repurchase of any such capital stock (or any warrants, options or other rights with respect thereto).
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Acquired Stock. Borrower's acquisition of the Acquired Stock, pursuant to the June Option Agreement, complies with all applicable laws, regulations, agreements (including the Related Agreements), contracts and orders, and is not subject to, and does not require, the consent or approval of any Person.
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Acquired Stock. 13 ---------------
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Acquired Stock. 13 2.10 Contracts and Commitments..............................................................13 2.11 Permits and Authorizations.............................................................14 2.12 No Violations..........................................................................15 2.13 No Consents............................................................................15 2.14 Proceedings............................................................................15 2.15 Insurance..............................................................................16 2.16 Proprietary Information and Rights.....................................................16
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Acquired Stock. (a) Each of the Acquired Companies has an authorized, issued and outstanding capital as set forth in Section 4.6 of the Disclosure Letter. All of the issued and outstanding shares of capital stock of each of the Acquired Companies have been duly authorized, validly issued, are fully paid and nonassessable or credited as fully paid. Except for the Liens which are disclosed in Section 4.6 of the Disclosure Letter and which will be released prior to or at the Closing, (i) Interlake Companies has the whole legal and beneficial interest in the outstanding capital stock of each of the Acquired Companies other than Dexion Group free and clear of all Liens and (ii) subject only to statutory qualifying shares, Interlake DRC has the whole legal and beneficial interest in the outstanding shares of Dexion Group free and clear of all Liens. (b) Each of the Subsidiaries has an authorized, issued and outstanding capital as set forth in Section 4.6 of the Disclosure Letter. All of the issued and outstanding shares of capital stock of each of the Subsidiaries have been duly authorized, validly issued, are fully paid and nonassessable or credited as fully paid and, subject only to statutory qualifying shares, are legally and beneficially owned by one of the Acquired Companies or one of the other Subsidiaries (as indicated in Section 4.6 of the Disclosure Letter) free and clear of all Liens other than those disclosed in Section 4.6 of the Disclosure Letter. (c) The transfer of the Acquired Stock hereunder to Purchasers will transfer to the relevant Purchaser good title to the Acquired Stock transferred to it, free and clear of all Liens. (d) Except as disclosed in Section 4.6 of the Disclosure Letter, there are no voting trust agreements or other contracts, agreements or arrangements restricting voting or dividend rights or transferability with respect to the Acquired Stock or the capital stock of any of the Subsidiaries. (e) Except as disclosed in Section 4.6 of the Disclosure Letter, there are no outstanding options, warrants, rights, privileges or other arrangements, preemptive or otherwise, to purchase or acquire any rights with respect to or to require the issuance of any shares or other securities of any of the Acquired Companies or any of the Subsidiaries. 4.7
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Acquired Stock. The Seller holds of record and own all of the Acquired Stock, which Acquired Stock represent one hundred percent (100%) of the of the Company’s issued and outstanding equity securities, free and clear of any restrictions on transfer, taxes, liens, claims, mortgages, charges, exceptions or encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than under this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital securities of the Company. Seller has full right to sell and transfer the Acquired Stock and, upon consummation of the transactions hereunder, the Seller will convey and transfer to the Purchaser, good, marketable title to the Acquired Stock free and clear of any and all restrictions, agreements, claims, liens, charges, pledges, encumbrances or limitations on alienability of any kind. Seller is not under any order of any court or tribunal prohibiting, restricting or impairing its right to transfer the Acquired Stock.
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Acquired Stock. 1 Affiliate.............................................................. 27
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Related to Acquired Stock

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

  • After-Acquired Shares All of the provisions of this Agreement shall apply to all of the shares of capital stock of Company now owned or which may be issued to or acquired by a Stockholder in consequence of any additional issuance (including, without limitation, by exercise of an option or any warrant), purchase, exchange, conversion or reclassification of stock, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split or stock dividend, or which are acquired by a Stockholder in any other manner.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Common Shares 4 Company...................................................................................... 4

  • Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

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