Capital Stock and Ownership of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock. As of the date hereof, (i) 5,500,000 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 2,500,000 additional shares of Common Stock are held in the treasury of the Company. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. Except for the Plans, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating any of the Stockholders or the Company to issue or sell any Shares, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all the issued and outstanding capital stock of the Company and, except for the Stockholders' Agreement, are owned of record and beneficially by the Stockholders free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the stock records of the Company, the Purchaser, assuming it shall have purchased the Shares for value in good faith and without notice of any adverse claim, will own all the issued and outstanding capital stock of the Company free and clear of all Encumbrances. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. (b) The stock register of the Company accurately records: (i) the name and address of each Person owning Shares and (ii) the certificate number of each certificate evidencing shares of capital stock issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)
Capital Stock and Ownership of the Company. (a) The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock. As of the date hereof, (i) 5,500,000 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 2,500,000 additional shares of Common Stock are held in the treasury of the Company. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. Except for the Plans, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating any of the Stockholders or the Company to issue or sell any Shares, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all the issued and outstanding capital stock of the Company and, except for the Stockholders' Agreement, are owned of record and beneficially by the Stockholders free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the stock records of the Company, the Purchaser, assuming it shall have purchased the Shares for value in good faith and without notice of any adverse claim, will own all the issued and outstanding capital stock of the Company free and clear of all Encumbrances. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.
(b) The stock register of the Company accurately records: (i) the name and address of each Person owning Shares and (ii) the certificate number of each certificate evidencing shares of capital stock issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. SECTION 3.04.
Appears in 1 contract
Capital Stock and Ownership of the Company. (a) The ------------------------------------------ authorized capital stock of the Company consists of 10,000,000 200,000 shares of Common Stock. As of the date hereof, (i) 5,500,000 75,053 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 2,500,000 additional shares of Common Stock are held in the treasury of the Company. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. Except for the Plans, there There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating either any of the Stockholders Seller or the Company to issue or sell any Shares, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all the issued and outstanding capital stock of the Company and, except for the Stockholders' Agreement, and are owned of record and beneficially by the Stockholders Sellers, in the amounts set forth opposite each Seller's name in Schedule 3.03(a) of the Disclosure Schedule, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the stock records of the Company, the Purchaser, assuming it shall have purchased the Shares for value in good faith and without notice of any adverse claim, will own all the issued and outstanding capital stock of the Company free and clear of all Encumbrances. There Upon consummation of the transactions contemplated by this Agreement, the Shares will be fully paid and nonassessable. Except as disclosed in Section 3.03(a) of the Disclosure Schedule, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. Except for the Spousal Consents being executed simultaneously with the execution of the Agreement, no action is or will be required on the part of any person in order to effect the conveyance to the Purchaser of each Seller's right, title and interest in the Shares, free and clear of any community property interest.
(b) The stock register of the Company accurately records: (i) the name and address of each Person owning Shares Shares, and (ii) the certificate number of each certificate evidencing shares of capital stock issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.
Appears in 1 contract
