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.
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.
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 each Acquired Subsidiary described on Schedule 2.9, which constitutes all of the issued and outstanding shares of each class of capital stock of each 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 each Acquired Subsidiary's name, its place and date of incorporation, the number of shares of Acquired Stock of such Acquired Subsidiary held by Seller or one of its Affiliates, and the percentage ownership represented by such shares of Acquired Stock (it being agreed that such information will be provided with respect to the U.K. Acquired Subsidiary once it has been formed and is available). Neither Seller nor any of its Affiliates (including, without limitation, each 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 any Acquired Subsidiary or the redemption or repurchase of any such capital stock (or any warrants, options or other rights with respect thereto).
(b) The authorized capital stock and the number of shares issued and outstanding with respect to each Acquired Subsidiary is as set forth on Schedule 2.9 hereto. All shares of each Acquired Subsidiary's capital stock are duly authorized, validly issued and outstanding, fully paid and non-assessable. There are no outstanding options, warrants or other rights to acquire, or any securities or obligations convertible into or exchangeable for, any shares of the capital stock of any Acquired Subsidiary which have been issued or granted by or are binding upon any Acquired Subsidiary or any other Person, except for Purchaser's rights as contemplated by this Agre...
Acquired Stock. 1 Affiliate.............................................................. 27
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.
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.
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.
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
Acquired Stock. 13 ---------------
Acquired Stock. The Stockholders are collectively the record and beneficial owner of 100% of the Acquired Stock and upon delivery of such shares to Xxxxx, Xxxxx shall acquire all right, title and interest to the Acquired Stock free and clear of any liens, claims and encumbrances.