Ownership of Stock of the Company. The Purchaser represents and warrants that it does not own beneficially or of record any shares of capital stock or other securities of the Company and does not have any present intention or plan to acquire shares of capital stock or other securities of the Company except pursuant to this Agreement and the transactions contemplated hereby.
Ownership of Stock of the Company. All of the Stock is owned of record and beneficially by Seller, free and clear of all Liens. No Person has any rights by way of stock option, convertible security, subscription, warrant, contract or other agreement or arrangement, written or oral, to purchase or acquire any capital stock of the Company. Seller has full right, power and authority to transfer the Stock to Buyer and upon Closing, Buyer will receive good and marketable title to the Stock free and clear of all Liens. The Company has not issued or entered into any note, loan, subordinated debenture, surplus debenture, debt security or other agreement, document or instrument evidencing indebtedness for borrowed money which remains unpaid as of the date hereof, that affects Seller’s ownership of the Stock or Seller’s authority to transfer the Stock to Buyer upon Closing.
Ownership of Stock of the Company. The Parties acknowledge and agree that each Party has provided a correct and complete list of their respective authorized capital stock, par value per share, number of issued and outstanding shares of capital stock, number of warrants, and number of treasury shares. All outstanding shares of the Company' capital stock have been duly authorized, and are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Common stockholders. No one other than the Common stockholders has any beneficial or record interest in the capital stock of the Company. Except as previously disclosed, the Company has not issued, declared or paid any dividend on, or declared or made any distribution on, or authorized the creation or issuance of, or effected any split-up or any recapitalization of, any of its capital stock of any class or, directly or indirectly, redeemed, purchased or otherwise acquired or authorized the acquisition of any of its outstanding stock or authorized or made any change in its Articles of Incorporation or agreed to take any such action and, prior to Closing, the Company will take no such action.
Ownership of Stock of the Company. Schedule 4.5 attached hereto is a true, correct and complete list of the authorized capital stock, par value per share, number of issued and outstanding shares of capital stock, number of warrants, and number of treasury shares for the Company. All outstanding shares of the Company' capital stock have been duly authorized, and are validly issued, fully paid and nonassessable and are owned of record and beneficially by the Common Stockholders. No one other than the Common Stockholders has any beneficial or record interest in the capital stock of the Company. Each of the Common Stockholders warrant and represent for himself or herself that he or she is the lawful owner of, and has good and marketable title to the Company's outstanding capital stock or warrants shown on Schedule 4.5 attached hereto free and clear of any mortgage, pledge, claim, lien, charge, encumbrance or other right in any third party (including any right to purchase, vote or direct the voting of, any shares thereof). Except as disclosed on Schedule 4.5 attached hereto, the Company has not issued any convertible securities, options, warrants, or entered into any contracts, commitments, agreements, understandings, arrangements or restrictions by which it is bound to issue any additional shares of its capital stock or other securities. Except as disclosed on Schedule 4.5 attached hereto, since March 31, 2002, the Company has not issued, declared or paid any dividend on, or declared or made any distribution on, or authorized the creation or issuance of, or effected any split-up or any recapitalization of, any of its capital stock of any class or, directly or indirectly, redeemed, purchased or otherwise acquired or authorized the acquisition of any of its outstanding stock or authorized or made any change in its Articles of Incorporation or agreed to take any such action and, prior to Closing, the Company will take no such action.
