OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK Sample Clauses

OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK. The Stockholder is the record and beneficial owner (or, if the Stockholder is a trust or the estate of a deceased natural person, the legal owner) of the number of shares of Company Capital Stock set forth, by each class, and by each series in each class, thereof, opposite the Stockholder's name in Schedule 3.02, free and clear of all Liens, except for the Liens accurately set forth in Schedule 3.02, all of which will be released at or before the Effective Time.
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OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK. The Stockholder is the record and beneficial owner (or, if the Stockholder is a trust or the estate of a deceased natural person, the legal owner) of the number of shares of Capital Stock of the Company set forth, by each class, and by each series in each class, thereof, opposite the Stockholder's name in Section 3.02 of the Disclosure Statement, free and clear of all Liens, except for the Liens accurately set forth in Section 3.02 of the Disclosure Statement, all of which will be released at or before the Effective Time.
Sample 1
OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK. The Shareholder is the record and beneficial owner of the number of shares of the Company Capital Stock set forth opposite the Shareholder’s name in Schedule 3.02, free and clear of all Liens upon payment of the Funded Debt. The delivery to Buyer of the Company Capital Stock pursuant to this Agreement will transfer to Buyer good and valid title to all of the outstanding capital stock of the Company, free and clear of all Liens upon payment of the Funded Debt.
Sample 1
OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK. The Stockholder is the record and beneficial owner of all of the shares of Company Capital Stock, free and clear of all Liens.
Sample 1
OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK. RCC is the record and beneficial owner of the number of shares of Company Capital Stock Schedule 3.2 sets forth, by each class, and by each series in each class, thereof, free and clear of all Liens.
Sample 1

Related to OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Status of Converted Stock In the event any shares of Preferred Stock shall be converted pursuant to Article 4 hereof, then the shares so converted shall be cancelled and shall not be issuable by the Corporation. The Articles of Incorporation shall be appropriately amended to effect the corresponding reduction in the Corporation’s authorized capital stock.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

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