Examples of Company Subsidiary Shares in a sentence
Other than this Agreement, there is no agreement between either the Company or the Stockholders and any other Person with respect to the disposition of the Company Subsidiary Shares or otherwise relating to the Company Subsidiary Shares.
All of the issued and outstanding Company and Company Subsidiary Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the respective Sellers as set forth in Section 2(d) of the Disclosure Schedule.
The Company Subsidiary Shares are free and clear of all Liens and the Company has full voting power over all of the Company Subsidiary Shares, subject to no proxy, stockholders’ agreement, voting trust or other agreement relating to the voting of any of the Company Subsidiary Shares.
There are no irrevocable proxies or similar obligations with respect to any of the Company Subsidiary Shares and, except as set forth on Schedule 3.3, all of the Company Subsidiary Shares are owned by the Company free and clear of all liens, claims, charges, encumbrances or security interests (collectively, "Liens") with respect thereto.
There are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which the Shareholder or such Investor, as the case may be, is a party or by which such party or the Shares or Company Subsidiary Shares, as the case may be, owned by it, are bound with respect to the issuance, sale, transfer, voting or registration thereof.
There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or the Company Subsidiary Shares or any other stock, voting, equity, or ownership interest in, the Company or the Company Subsidiary, or (b) is entitled to all or any portion of the Acquiror Company Shares.
All of the outstanding shares of capital stock of each of the Subsidiaries that are owned by the Company or any other Subsidiary (collectively, the "Company Subsidiary Shares") have been duly authorized and are validly issued, fully paid and nonassessable and free of preemptive rights.
The Shareholder or such Investor, as the case may be, owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, the Shares or Company Subsidiary Shares, as the case may be, owned by it, free and clear of any and all Liens.
There are no irrevocable proxies or similar obligations with respect to any of the Company Subsidiary Shares and, except as set forth on SCHEDULE 3.3, all of the Company Subsidiary Shares are owned by the Company free and clear of all liens, claims, charges, encumbrances or security interests (collectively, "LIENS") with respect thereto.
The Shares and Company Subsidiary Shares are fully paid and no money is owing in respect of them.