Common use of Capital Stock of Company Clause in Contracts

Capital Stock of Company. The authorized capital stock of COMPANY is as set forth in Schedule 5.3. All of the issued and outstanding shares of the capital stock of COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Schedule 5.3 and further, except as set forth in Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. The STOCKHOLDERS are the sole stockholders of COMPANY. Except as disclosed in Schedule 5.3 hereto, each STOCKHOLDER has at all times during the two (2) year period immediately preceding the date hereof owned or maintained sole equitable and beneficial interest in all of the issued and outstanding shares of the capital stock of COMPANY as to which such STOCKHOLDER is the registered holder, as set forth in Schedule 5.3 hereto. All of the issued and outstanding shares of the capital stock of COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.

Appears in 5 contracts

Samples: Agreement and Plan of Organization (Marinemax Inc), 6 Agreement and Plan of Organization (Marinemax Inc), 6 Agreement and Plan of Organization (Marinemax Inc)

AutoNDA by SimpleDocs

Capital Stock of Company. The authorized capital stock of COMPANY is as set forth in Schedule 5.3. All of the issued and outstanding shares of the capital stock of COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Schedule 5.3 and further, except as set forth in Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. The STOCKHOLDERS are the sole stockholders of COMPANY. Except as disclosed in Schedule 5.3 hereto, each STOCKHOLDER has at all times during the two (2) year period immediately preceding the date hereof owned or maintained sole equitable and beneficial interest in all of the issued and outstanding shares of the capital stock of COMPANY as to which such STOCKHOLDER is the registered holder, as set forth in Schedule 5.3 hereto. All of the issued 8 16 and outstanding shares of the capital stock of COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.

Appears in 2 contracts

Samples: Agreement of Merger and Plan (Marinemax Inc), Agreement of Merger and Plan (Marinemax Inc)

AutoNDA by SimpleDocs

Capital Stock of Company. The authorized capital stock of COMPANY is as set forth in Schedule 5.3. All of the issued and outstanding shares of the capital stock of COMPANY are owned by the STOCKHOLDERS STOCKHOLDER in the amounts amount set forth in Schedule 5.3 and further, except as set forth in Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. The STOCKHOLDERS are STOCKHOLDER is the sole stockholders stockholder of COMPANY. Except as disclosed in Schedule 5.3 hereto, each STOCKHOLDER has at all times during the two (2) year period immediately preceding the date hereof owned or maintained sole equitable and beneficial interest in all of the issued and outstanding shares of the capital stock of COMPANY as to which such STOCKHOLDER is the registered holder, as set forth in Schedule 5.3 hereto. All of the issued and outstanding shares of the capital stock of COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS STOCKHOLDER and further, such shares were offered, issued, sold and delivered by COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.

Appears in 1 contract

Samples: Agreement and Plan (Marinemax Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.