AERFI POL STOCK Sample Clauses

AERFI POL STOCK. The authorised capital stock of AerFi POL consists of 1,000 shares of common stock of US $1 each. As of the date hereof and the applicable Closing Date, 1,000 shares of common stock (the "AERFI POL STOCK") of US $1 each are issued and outstanding, all of which are validly issued, fully paid and non-assessable. None of the issued and outstanding shares of common stock was issued in violation of any pre-emptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of AerFi POL or obligating AerFi or AerFi POL to issue or sell any shares of capital stock of, or any other interest in, AerFi POL. There are no outstanding contractual obligations of AerFi POL to repurchase, redeem or otherwise acquire any shares of its common stock. The AerFi POL Stock constitutes all the issued and outstanding capital stock of AerFi POL and is owned of record and beneficially solely by AerFi Inc. free and clear of all Liens, and at Closing of the sale of the AerFi POL Stock, AerFi Inc. will transfer and deliver to AerCo USA, and/or its nominee(s), as the case may be, the legal and beneficial ownership of the right, title and interest in the AerFi POL Stock free and clear of all Liens (other than Liens in favour of the Security Transfer (as defined in the Notes Indenture) under the Related Documents). Immediately upon Closing of the sale and purchase of the AerFi POL Stock, the AerFi POL Stock will be fully paid, non-assessable and will be legally and beneficially owned by AerCo USA (and/or its nominee(s), as the case may be) free and clear of all Liens (other than Liens in favour of the Security Trustee (as defined in the Notes Indenture)). There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the AerFi POL Stock. The stock register of AerFi POL accurately records: the name and address of each person owning shares of capital stock of AerFi POL, and the certificate number of each certificate evidencing shares of capital stock issued by AerFx 00 00 XXX, xxe number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.
Sample 1
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Related to AERFI POL STOCK

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

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

  • Common Shares 4 Company...................................................................................... 4

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Common Stock 1 Company........................................................................1

  • Company Stock The authorized capital stock of the Company consists of: (i) 95,000,000 shares of Company Common Stock, (ii) 900,000 shares of undesignated preferred stock, par value $1.75 per share, and (iii) 100,000 shares of Series A Preferred Stock, par value $1.75 per share (the “Series A Preferred Stock”) (the undesignated and Series A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”). As of August 7, 2007, (a) 44,641,388 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) 18,195,312 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, (d) 1,500,000 shares of Company Common Stock were reserved for issuance under stock options granted outside of the Company Stock Plans, (e) 1,370,763 shares of Company Common Stock were reserved for issuance under Company Warrants, and (f) 378,100 shares of Company Common Stock were held in treasury. The outstanding shares of Company Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Company Stock Options and the Company Warrants, there are no shares of Company Common Stock authorized and reserved for issuance, the Company does not have any Rights issued or outstanding with respect to Company Stock, and the Company does not have any commitment to authorize, issue or sell any Company Stock or Rights, except pursuant to this Agreement. Section 4.2(e) of the Company Disclosure Schedule sets forth a list of the holders of outstanding Company Stock Options and Company Warrants, the date that each such Company Stock Option or Company Warrant was granted, the number of shares of Company Common Stock subject to each such Company Stock Option or Company Warrant, the vesting schedule and expiration date of each such Company Stock Option or Company Warrant and the price at which each such Company Stock Option or Company Warrant may be exercised.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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