CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES Sample Clauses

CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized capital stock of the Company consists of 50,000 shares of common stock, $0.20 par value per share, of which 32,500 shares are issued and outstanding. Except as set forth on the CAPITALIZATION SCHEDULE, Sellers are the record owners of, and have good and marketable title to, all of the outstanding shares of common stock of the Company free and clear of all Encumbrances. Each Seller owns the number of Shares set forth opposite his name on the SCHEDULE OF SELLERS attached hereto. At the Closing, Sellers shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All of the outstanding shares of the Company's capital stock have been validly issued and are fully paid and nonassessable. There are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs.
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CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized capital stock of the Company consists of 1,000 Company Shares, of which 100 shares are issued and outstanding. AsTraKel is the record owner of, and has good and marketable title to, all of the outstanding Company Shares, free and clear of all Encumbrances. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All of the outstanding shares of the Company's capital stock have been validly issued and are fully paid and nonassessable. There are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs.
Sample 1
CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. As of the date hereof, the authorized capital stock of Holding consists of 5,200,000 shares of Holding Voting Common Stock, of which 975,000 shares are issued and outstanding, 200,000 shares of Holding Non-Voting Common Stock, par value $.01 per share, of which 25,000 shares are issued and outstanding, and 100,000 shares of Preferred Stock, par value $.01 per share, of which no shares are issued and outstanding. Except as set forth on the Holding Capitalization Schedule, the authorized capital stock of Holding and the number of issued and outstanding shares of Holding Voting Common Stock and Holding Non-Voting Common Stock shall be as set forth in the immediately preceding sentence. All of the issued and outstanding shares of Holding’s capital stock have been duly authorized, are validly issued, fully paid, and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights or rights of first refusal, and are owned of record and beneficially as set forth on the Holding Capitalization Schedule. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holding, neither Holding nor any of its Subsidiaries has violated any applicable federal or state securities laws or other legal requirements in connection with the offer, sale, or issuance of any of its capital stock or other securities, and the offer, sale and transfer of Holding Common Stock in connection with the Merger does not require registration under any applicable federal or state securities laws. There are no rights, outstanding commitments, subscriptions, warrants, options, conversion rights or agreements of any kind to which Holding is a party or to which Holding has Knowledge relating to the purchase or acquisition of any shares of capital stock of Holding or its Subsidiaries or securities or obligations of any kind convertible into or exchangeable or exercisable for any shares of capital stock of Holding or its Subsidiaries or any stock appreciation, phantom stock, profit participation or similar rights with respect to Holding or any of its Subsidiaries, except as described on the attached Holding Commitments Schedule. With respect to any options, warrants, convertible securities or other rights to acquire Holding’s capital stock, the attached Holding Commitments Schedule sets forth the following information: the holder, the number of shares covered, the exercise or conversion price, and the expiration dat...
Sample 1
CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. All shares of the Capital Stock of the Company are held beneficially and of record by the Seller, free and clear of all Encumbrances. All shares of Capital Stock of the Company Subsidiaries are held beneficially and of record by the Company, directly or indirectly, free and clear of all Encumbrances. Neither the Company, nor the Company Subsidiaries, have outstanding any stock or securities convertible or exchangeable for any shares of its Capital Stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its Capital Stock or any stock appreciation rights or phantom stock plan.
Sample 1
CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized Capital Stock of the Company consists of 20,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding. All of the Capital Stock of the Company is held beneficially and of record by Seller, free and clear of all Encumbrances. At the Closing, Seller shall sell to Buyer good and valid title to the Shares, free and clear of all Encumbrances. Except as set forth in the Capitalization Schedule attached hereto, the Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its Capital Stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its Capital Stock or any stock appreciation rights or phantom stock plan. Except as set forth in the Capitalization Schedule attached hereto, the Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any warrants, options or other rights to acquire its Capital Stock. The Company has not violated any foreign, federal or state securities laws in connection with the offer, sale or issuance of its Capital Stock. All of the outstanding shares of the Company's Capital Stock have been validly issued and are fully paid and nonassessable. There are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's Capital Stock or with respect to any other aspect of the Company's affairs (other than any such agreements that will be terminated as of the Closing).
Sample 1
CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. (a) As of the date hereof, the entire authorized Capital Stock of the Company consists of 20,000,000 shares of Common Stock, par value $0.00001 per share, of which 13,433,749 shares are issued and outstanding and the Company has reserved 5,036,062 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Company Stock Plan duly adopted by the Company’s board of directors and approved by the Company stockholders. Of such reserved shares of Common Stock, 75,000 shares have been issued pursuant to restricted stock purchase agreements, options to purchase 3,522,313 shares have been granted and are currently outstanding, and 5,000 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Company Stock Plan. The Company has furnished to Buyer complete and accurate copies of the Company Stock Plan and forms of agreements used thereunder.
Sample 1
CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized capital stock of the Company consists of 500,000 shares of common stock, $0.10 par value per share, of which 10,000 shares are issued and outstanding. Seller is the record owner of, and has good and marketable title to, all of the outstanding shares of common stock of the Company, free and clear of all Encumbrances. At the Closing, Seller shall sell to Buyer good and marketable title to the Shares, free and clear of all Encumbrances. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. The Company has not violated any federal or state securities laws in connection with the offer, sale or issuance of its capital stock. All of the outstanding shares of the Company's capital stock have been validly issued and are fully paid and nonassessable. There are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs.
Sample 1
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CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire authorized Capital Stock of the Company consists of 25,000 shares of common stock, par value $0.0001 per share ("Class A Shares") and 25,000 shares of Class B non-voting common stock, par value $0.0001 per share ("Class B Shares"), of which 14,758 Class A Shares and 1,000 Class B Shares are issued and outstanding. 14,758 Class A Shares of the Capital Stock of the Company are held beneficially and of record by the Seller, free and clear of all Encumbrances. 500 Class B Shares of the Capital Stock of the Company are held beneficially and of record by the Xxxxxx, free and clear of all Encumbrances. 500 Class B Shares of the Capital Stock of the Company are held beneficially and of record by Mackenzie, free and clear of all Encumbrances. At the Closing, the Seller, Xxxxxx and Xxxxxxxxx shall each sell to Buyer good and valid title to its Shares, free and clear of all Encumbrances. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its Capital Stock or containing any profit participation features, nor any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its Capital Stock or any stock appreciation rights or phantom stock plan. The Company is not subject to any option or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any warrants, options or other rights to acquire its Capital Stock. The Company has not violated any foreign, federal or state securities laws in connection with the offer, sale or issuance of its Capital Stock. All of the outstanding shares of the Company's Capital Stock have been validly issued and are fully paid and nonassessable. Except for the stockholders' agreement dated as of December 21, 2007 among the Company, the Seller, Xxxxxx and Mackenzie, there are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's Capital Stock or with respect to any other aspect of the Company's affairs. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any shareholders of the Company may vote.
Sample 1

Related to CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • 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.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

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