Authorization of GRLC Stock ; Ownership Sample Clauses

Authorization of GRLC Stock ; Ownership. (a) The shares of GRLC Stock (Preferred Stock and/or Common Stock and/or Conversion Common Shares shall be collectively referred to as "GRLC Stock") to be issued to the Shareholders pursuant to this Agreement will be duly authorized and reserved, as applicable, for issuance at or before Closing and upon issuance to the Shareholders will be validly issued, fully paid and non-assessable. (b) The total authorized Capital Stock of GRLC is as set forth in Schedule 5.3(b). (c) All of the outstanding shares of Capital Stock of GRLC are duly authorized, validly issued, fully paid and non-assessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of current or former shareholders of GRLC and other Persons. No Person has any preemptive rights with respect to the Capital Stock of GRLC. Other than as reflected on Schedule 5.3(b), there are no outstanding securities convertible into the Capital Stock of GRLC or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the Capital Stock of GRLC. Other than as reflected on Schedule 5.3(b), there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Capital Stock of GRLC. GRLC is not subject to any obligation to repurchase or otherwise acquire or retire any of its Capital Stock, and GRLC has no Liability for dividends declared or accrued, but unpaid, with respect to its Capital Stock other than as reflected in GRLC's financial statements referenced in Section 5.7. (d) GRLC does not own or have an interest, direct or indirect, or any commitment to purchase or otherwise acquire, any Capital Stock or other equity interest, direct or indirect, in any other Person, except as set forth in Schedule 5.3(c), free and clear of any and all Liens. All such interests so set forth are owned of record and beneficially by such Entity as set forth in Schedule 5.3(c) and are duly authorized, validly issued, fully paid and non-assessable, and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. (e) Each holder of Capital Stock of GRLC is the legal and beneficial owner of such Capital Stock as set forth on Schedule 5.3(b), free and clear of any and all Liens (other than community property rights under applicable Georgia law). There are no ...
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Related to Authorization of GRLC Stock ; Ownership

  • Stock Ownership Attached hereto as Schedule 8 is a true and correct list of all the duly authorized, issued and outstanding stock of each Subsidiary and the record and beneficial owners of such stock. Also set forth on Schedule 8 is each equity Investment of the Borrower and each Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Privilege of Stock Ownership The holder of this option shall not have any of the rights of a shareholder with respect to the Option Shares until such individual shall have exercised the option and paid the Option Price.

  • Privileges of Stock Ownership Optionee shall have no rights as a shareholder with respect to the Bancorp’s stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Stock Ownership Guidelines Executive will comply with all stock ownership and stock retention guidelines or policies established by the Board and the Committee, as in effect from time to time.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • No Claim Regarding Stock Ownership or Consideration 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 any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Authorization of Services a. The Contractor and its subcontractors shall have in place, and follow, written authorization policies and procedures. b. The Contractor shall have in effect mechanisms to ensure consistent application of review criteria for authorization decisions. c. The Contractor shall consult with the requesting provider for medical services when appropriate. d. Any decision to deny a service authorization request or to authorize a service in an amount, duration, or scope that is less than requested, shall be made by an individual who has appropriate expertise in addressing the beneficiary’s medical and behavioral health.

  • Multiple Individual Retirement Accounts In the event the depositor maintains more than one Individual Retirement Account (as defined in Section 408(a)) and elects to satisfy his or her minimum distribution requirements described in Article IV above by making a distribution from another individual retirement account in accordance with Item 6 thereof, the depositor shall be deemed to have elected to calculate the amount of his or her minimum distribution under this custodial account in the same manner as under the Individual Retirement Account from which the distribution is made.

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