Authorized Stock and Ownership Sample Clauses

Authorized Stock and Ownership. The authorized capital stock of the Company consists of 5,000 shares of common stock, without par value, of which a total of 50 Shares are issued and outstanding. All of the Shares have been duly authorized and validly issued, were not issued in violation of any Person's preemptive rights, and are fully paid and nonassessable. LKB Trust owns all of the Shares of record and beneficially. Upon consummation of the Closing, Buyer will own all of the Company's outstanding capital stock, free and clear of any and all Encumbrances.
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Authorized Stock and Ownership. (a) The authorized capital stock of the Company consists solely of 100,000 shares of common stock, par value $0.01 per share. As of the date of this Agreement, 1,959.293 shares of Common Stock are held by the Company in its treasury and 4,868.04 shares of Common Stock are held of record as set forth on Schedule 3.2.1 hereto. All of the outstanding Common Stock has been duly authorized and validly issued, was not issued in violation of any Person’s preemptive rights, and is fully paid and nonassessable. All of the issued and outstanding shares of Common Stock have been issued in compliance with all applicable U.S. federal, foreign, state, regional and provincial securities laws. (b) The authorized capital stock of SH&E Limited, a company incorporated under the United Kingdom Companies Xxx 0000 (“SH&E Limited”), consists solely of 100 ordinary shares, par value £1 per share, of which 100 shares are issued and outstanding and are beneficially owned and held of record by the Company, free and clear of any and all Encumbrances. All of the outstanding ordinary shares of SH&E Limited have been duly authorized and validly issued, were not issued in violation of any Person’s preemptive rights, and are fully paid and nonassessable. (c) The authorized capital stock of Xxxxx & Co., Inc., a Nevada corporation (“KurthCo”), consists solely of 2,500 shares of common stock, no par value, of which 1,000 shares are issued and outstanding and are beneficially owned and held of record by the Company, free and clear of any and all Encumbrances. All of the outstanding shares of KurthCo have been duly authorized and validly issued, were not issued in violation of any Person’s preemptive rights, and are fully paid and nonassessable. (d) The entire membership interest in The Center for Airport Management LLC, an Oregon limited liability company (“CAM”), is solely and beneficially owned and held of record by the Company, free and clear of any and all Encumbrances. The entire membership interest in CAM was validly transferred to the Company free of any options, warrants or other rights, including preemptive rights, relating to the equity interests of CAM.
Sample 1
Authorized Stock and Ownership. The authorized capital stock of SI consists solely of 60,000 common shares (the “SI Common Shares”), and the authorized capital stock of SII consists solely of 50,000 common shares (the “SII Common Shares” and, together with the SI Common Shares, the “Common Shares”). As of the date hereof, 59,950 shares of SI Common Shares are held by SI in its treasury and 50 shares of SI Common Shares are issued and outstanding and held beneficially and of record by Seller, free and clear of any and all Encumbrances. As of the date hereof, 49,900 shares of SII Common Shares are held by SII in its treasury and 100 shares of SII Common Shares are issued and outstanding and held beneficially and of record by Seller, free and clear of any and all Encumbrances. All of the outstanding Common Shares has been duly authorized and validly issued, was not issued in violation of any Person’s preemptive rights, and is fully paid and nonassessable. All of the issued and outstanding shares of Common Shares have been issued in compliance with all applicable United States (“U.S.”) federal, foreign, state, regional and provincial securities laws. Upon consummation of the Closing, Buyer will own all of the outstanding SI Common Shares and eighty percent (80%) of the outstanding SII Common Shares free and clear of any and all Encumbrances.
Sample 1
Authorized Stock and Ownership. The authorized capital stock of the Company consists of 9,000 shares of common stock, without par value (the “Common Stock”), of which 9,000 shares are issued and outstanding. All of the outstanding Common Stock has been duly authorized and validly issued, was not issued in violation of any Person’s preemptive rights, and is fully paid and nonassessable. Each of VZ, JS and PT owns of record and beneficially 3,000 Shares. Upon consummation of the Closing, Buyer will own all of the Company’s outstanding capital stock, free and clear of any and all Encumbrances. Each Seller will, as of the Closing Date, have been a resident of the State of Maryland at all times during the period from December 31, 2005 through and including the Closing Date.
Sample 1
Authorized Stock and Ownership. The authorized capital stock of the Company consists of 4,000,000 shares of common stock, having no par value, of which 100,000 shares are designated voting and 3,900,000 shares are designated non-voting. The Company’s outstanding common stock consists of 94,733.49 voting Shares and 3,031,471.68 non-voting Shares. All of the Shares have been duly authorized and validly issued, were not issued in violation or breach of any Person’s preemptive or similar rights, and are fully paid and nonassessable. Each Seller owns of record and beneficially all of the Shares set opposite his or her name on Schedule 2.1. Upon consummation of the Closing, Buyer will own all of the Shares, free and clear of any and all Encumbrances (other than restrictions on transfer imposed by federal and state securities laws).
Sample 1
Authorized Stock and Ownership. (a) The authorized capital stock of the Company consists solely of 4,000,000 shares of Common Stock. As of the date hereof, 171,520.87 shares of Common Stock are issued and outstanding, and such Common Stock is held and owned of record as set forth on Schedule 3.2.1. As of the Closing, there will be no more than 183,316.70 shares of Common Stock issued and outstanding (which includes all of the Common Stock issued or issuable pursuant to the exercise of Options prior to the Effective Time). All of the outstanding Common Stock (i) has been duly authorized and validly issued, (ii) is uncertificated in compliance with the CGCL, (iii) is fully paid and nonassessable, and (iv) was issued and is held and owned in compliance with the CGCL and the Company’s articles of incorporation, as amended and restated, and bylaws. None of the outstanding Common Stock was issued in violation of any Person’s preemptive or similar rights. All of the issued and outstanding Common Stock has been issued in compliance with all applicable U.S. federal, foreign, state, regional and provincial securities laws. (b) The membership interest in each Company Subsidiary is beneficially owned and held of record as set forth on Schedule 3.2.1(b), and the entire membership interest of each Company Subsidiary as owned by the Company as set forth on Schedule 3.2.1(b) is solely and beneficially owned and held of record by the Company, free and clear of any and all Encumbrances. The entire membership interest in each Company Subsidiary as owned by the Company as set forth on Schedule 3.2.1(b) was validly transferred to the Company free of any options, warrants or other rights, including preemptive rights, relating to the equity interests of such Company Subsidiaries.
Sample 1

Related to Authorized Stock and Ownership

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Authorized Stock Issuer has taken all necessary corporate and other action to authorize and reserve and, subject to the expiration or termination of any required waiting period under the HSR Act, to permit it to issue, and, at all times from the date hereof until the obligation to deliver Option Shares upon the exercise of the Option terminates, shall have reserved for issuance, upon exercise of the Option, shares of Issuer Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional shares of Issuer Common Stock or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The shares of Issuer Common Stock to be issued upon due exercise of the Option, including all additional shares of Issuer Common Stock or other securities which may be issuable upon exercise of the Option or any other securities which may be issued pursuant to Section 6, upon issuance pursuant hereto, will be duly and validly issued, fully paid and nonassessable, and will be delivered free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, including without limitation any preemptive rights of any stockholder of Issuer.

  • STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded. Section 2. Certificate of stock shall bear the signature of the President or any Vice President, however denominated by the Board of Directors and countersigned by the Secretary or Treasurer or an Assistant Secretary, and the seal of the corporation shall be engraved thereon. Each certificate shall recite that the stock represented thereby is transferrable only upon the books of the Company by the holder thereof or his attorney, upon surrender of the certificate properly endorsed. Any certificate of stock surrendered to the Company shall be cancelled at the time of transfer, and before a new certificate or certificates shall be issued in lieu thereof. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee. Section 3. The Board of Directors of the Company is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment or rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days proceeding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

  • Stock Ownership and Other Equity Interests Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Authorized Shares The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. 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 and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • 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.

  • Risk and Ownership Subject to clause C13 above, risk in the Goods shall, without prejudice to any other rights or remedies of the Authority (including the Authority’s rights and remedies under clause C16 below) pass to the Authority when delivery is completed to the Authority’s reasonable satisfaction.

  • Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

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