AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and authority to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each Stockholder owns of record all of the shares of capital stock of the Company identified on Schedule 6.5 as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Unicapital Corp), Agreement and Plan of Reorganization (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and authority legal capacity to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each Stockholder owns and will own beneficially and of record all of the shares of capital stock of the Company identified on Schedule 6.5 Annex II as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in transfer to UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and legal capacity or authority to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each Stockholder owns and will own beneficially and of record all of the shares of capital stock of the Company identified on Schedule 6.5 Annex II as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in transfer to UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and authority to enter into this Agreement. Upon As of the date of this Agreement each Stockholder owns, and immediately prior to the Closing Date, each Stockholder owns will own, of record all of the shares of capital stock of the Company identified on Schedule 6.5 as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each The Stockholder has the full legal right, power and capacity or authority to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each the Stockholder owns and will own beneficially and of record all of the shares of capital stock of the Company identified on Schedule 6.5 Annex II as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in transfer to UniCapital valid title in the shares of Company Stock owned by such the Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and authority to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each Stockholder owns and will own beneficially and of record all of the shares of capital stock of the Company identified on Schedule 6.5 Annex II as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in transfer to UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind. The Company is the sole stockholder of each Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and authority legal capacity to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each the Stockholder owns and will own beneficially and of record all of the shares of capital stock of the each Company identified on Schedule 6.5 Annex II as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in transfer to UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and capacity or authority to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each Stockholder owns and will own beneficially and of record all of the shares of capital stock of the Company identified on Schedule 6.5 Annex II as being owned by such Stockholder. The conversion As a result of Company Stock into the consummation of the Merger, UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in UniCapital acquire valid title in the all issued and outstanding shares of Company Stock owned by such StockholderStock, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)