BV1 Sample Clauses

BV1. The authorized capital stock of BV1 consists of 5,000 shares of BVI Common Stock, of which 2,089 shares are issued and outstanding as of the date hereof. Such issued and outstanding shares of BV1 Common Stock constitute the only issued and outstanding Shares of capital stock of BV1 and are duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 5.3(b), (i) there are no outstanding capital calls, warrants, options, agreements, subscriptions, convertible or exchangeable securities, rights of first refusal or first offer, preemptive rights, calls, puts or other commitments or other obligations pursuant to which BV1 is or may become obligated to issue, sell, purchase, repurchase, return or redeem, or any other Person is or may become obligated to purchase, any shares of capital stock or other securities of BV1, (ii) no equity securities of BV1 are reserved for issuance for any purpose and (iii) except for this Agreement, neither Vivendi nor BV1 is a party to any Contract for the sale of or is otherwise obligated to sell, transfer or otherwise dispose of any equity securities, or any securities convertible into or exchangeable for any equity securities, of BV1. The BV1 Shareholder is the record and beneficial owner of 1,929 shares of BV1 Common Stock, free and clear of any Liens (other than Liens securing Vivendi debt which shall be released prior to the Closing and any restrictions under the Securities Act and other applicable securities Laws). At the Closing, Vivendi shall cause the BV1 Shareholder to deliver good and valid title to all such shares to NBC Sub, free and clear of all Liens (other than Liens created by NBC Sub and any restrictions under the Securities Act and other applicable securities Laws).
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Related to BV1

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