Common use of Capital Stock and Equity Interests Clause in Contracts

Capital Stock and Equity Interests. As of the Closing Date, the authorized and outstanding shares of capital stock and other equity interests of each of the Borrowers is as set forth on Schedule 2 hereto. All of the shares of capital stock and other equity interests of each Borrower have been duly and validly authorized and issued and are fully paid and non-assessable, and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of the Closing Date, except as set forth on Schedule 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any of the Borrowers is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership units of the Borrowers. As of the Closing Date, except as set forth in Schedule 2, none of the Borrowers has issued any securities convertible into or exchangeable for shares of its capital stock or membership units or any options, warrants or other rights to acquire such shares or membership units or securities convertible into or exchangeable for such shares.

Appears in 2 contracts

Samples: Loan and Security Agreement (Providence Service Corp), Loan and Security Agreement (Providence Service Corp)

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Capital Stock and Equity Interests. As of the Closing Date, the authorized and outstanding shares of capital stock and other equity interests Capital Stock of each of the Borrowers and each of their respective Subsidiaries is as set forth on Schedule 2 5.14 hereto. All of the shares of capital stock and other equity interests Capital Stock of each Borrower and Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable, and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of the Closing Date, except as set forth on Schedule 25.14, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any of the Borrowers Borrower or Subsidiary is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership units Capital Stock or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership units Capital Stock of the BorrowersBorrowers or such Subsidiaries. As of the Closing Date, except as set forth in Schedule 25.14, none of the Borrowers or any Subsidiary has issued any securities convertible into or exchangeable for shares of its capital stock or membership units Capital Stock or any options, warrants or other rights to acquire such shares or membership units or securities convertible into or exchangeable for such shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Providence Service Corp)

Capital Stock and Equity Interests. As of the Closing Date, the The authorized and outstanding shares of capital stock and other equity interests of each of the Borrowers BORROWER is as set forth on Schedule SCHEDULE 2 hereto. All of the shares of capital stock and other equity interests of each Borrower such BORROWER have been duly and validly authorized and issued and are fully paid and non-assessable, assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of Except for the Closing Date, except as rights and obligations set forth on Schedule in SCHEDULE 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any BORROWER or any of the Borrowers Shareholders of any BORROWER is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership partnership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership partnership units of the Borrowersany such BORROWER. As of the Closing Date, except Except as set forth in Schedule SCHEDULE 2, none of the Borrowers no Borrower has issued any securities convertible into or exchangeable for shares of its capital stock or membership partnership units or any options, warrants or other rights to acquire such shares or membership partnership units or securities convertible into or exchangeable for such sharesshares or partnership units.

Appears in 1 contract

Samples: Loan and Security Agreement (Vistacare, Inc.)

Capital Stock and Equity Interests. As of the Closing Date, the The authorized and outstanding shares of capital stock and other equity interests of each of the Borrowers Borrower is as set forth on Schedule SCHEDULE 2 hereto. All of the shares of capital stock and other equity interests of each Borrower have been duly and validly authorized and issued and are is fully paid and non-assessable, assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of Except for the Closing Date, except as rights and obligations set forth on Schedule in SCHEDULE 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any Borrower or any of the Borrowers Shareholders of any Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership units of the Borrowersany such Borrower. As of the Closing Date, except Except as set forth in Schedule SCHEDULE 2, none of the Borrowers no Borrower has issued any securities convertible into or exchangeable for shares of its capital stock or membership units or any options, warrants or other rights to acquire such shares or membership units or securities convertible into or exchangeable for such shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Orion Healthcorp Inc)

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Capital Stock and Equity Interests. As of the Closing Date, the The authorized and outstanding shares of capital stock and other equity interests of each of the Borrowers BORROWER is as set forth on Schedule SCHEDULE 2 hereto. All of the shares of capital stock and other equity interests of each Borrower such BORROWER have been duly and validly authorized and issued and are fully paid and non-assessable, assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of Except for the Closing Date, except as rights and obligations set forth on Schedule in SCHEDULE 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any BORROWER or any of the Borrowers Shareholders of any BORROWER is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership partnership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership partnership units of the Borrowersany such BORROWER. As of the Closing Date, except Except as set forth in Schedule SCHEDULE 2, none of the Borrowers no BORROWER has issued any securities convertible into or exchangeable for shares of its capital stock or membership partnership units or any options, warrants or other rights to acquire such shares or membership partnership units or securities convertible into or exchangeable for such sharesshares or partnership units.

Appears in 1 contract

Samples: Loan and Security Agreement (Vistacare Inc)

Capital Stock and Equity Interests. As of the Closing Date, the The authorized and outstanding shares of capital stock and other equity interests of each of the Borrowers Borrower is as set forth on Schedule 2 hereto. All of the shares of capital stock and other equity interests of each Borrower have been duly and validly authorized and issued and are is fully paid and non-assessable, assessable and have been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all regulatory bodies thereof governing the sale and delivery of securities. As of Except for the Closing Date, except as rights and obligations set forth on in Schedule 2, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which any Borrower or any of the Borrowers Shareholders of any Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its capital stock, membership units or any pre-emptive rights held by any Person with respect to the shares of capital stock or membership units of the Borrowersany such Borrower. As of the Closing Date, except Except as set forth in Schedule 2, none of the Borrowers no Borrower has issued any securities convertible into or exchangeable for shares of its capital stock or membership units or any options, warrants or other rights to acquire such shares or membership units or securities convertible into or exchangeable for such shares.

Appears in 1 contract

Samples: Loan and Security Agreement (Healthessentials Solutions Inc)

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