Common use of Authorized and Issued Shares Clause in Contracts

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 shares of Common Stock, $1.00 par value per share (the "Company Common Stock"), of which 2,500 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

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Authorized and Issued Shares. The Company's entire authorized capital ---------------------------- capital stock consists of 10,000 1,000,000 shares of Common Stock, $1.00 par value per share (the "Company Common Stock"), of which 2,500 1,000 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-non- assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 one million (1,000,000) shares of Common Stock, $1.00 par value per share (the "Company Common Stock"), of which 2,500 469,995 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the StockholderStockholders and the Purchaser. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement for Purchase of Stock (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 shares of Common Stock, $1.00 0.10 par value per share (the "Company Common Stock"), of which 2,500 594 shares are issued and outstanding. No 1,098 shares of Company Common Stock are held in the Company's treasury and treasury; no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 _______________ thousand (______________) shares of Common Stock, $1.00 ____________ par value per share (the "Company Common Stock"), of which 2,500 ______ shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 500 shares of Common Stock, $1.00 par value per share (the "Company Common Stock"), of which 2,500 500 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 shares of Common Stock, $1.00 0.10 par value per share (the "Company Common Stock"), of which 2,500 1500 shares are issued and outstanding. No 3,500 shares of Company Common Stock are held in the Company's treasury and treasury; no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

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Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 one thousand ( 1,000 ) shares of Common Stock, $1.00 ------------ ------- $ No par value per share (the "Company Common Stock"), of which 2,500 1,000 shares -------- are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 2,000 shares of Common Stock, $1.00 No par value per share (the "Company Common Stock"), of which 2,500 2,000 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

Authorized and Issued Shares. The Company's entire authorized ---------------------------- capital stock consists of 10,000 500 shares of Common Stock, $1.00 par value per share (the "Company Common Stock"), of which 2,500 300 shares are issued and outstanding. No shares of Company Common Stock are held in the Company's treasury and no shares are reserved for issuance. All outstanding shares of Company Common Stock have been duly authorized and are validly issued and are fully paid and non-assessable and are owned by the Stockholder. The Company is not a party to or bound by any options, calls, contracts, preemptive rights or commitments of any character relating to any issued or unissued capital stock, or any other equity security issued or to be issued by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sylvan Learning Systems Inc)

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