Capital Stock and Securities Sample Clauses

Capital Stock and Securities. SFC’s authorized capital stock consists of 20,000,000 shares of SFC Stock, of which 4,525,855 shares are issued and outstanding as of the date of this Agreement and constitute SFC’s only outstanding equity securities. The outstanding shares of SFC Stock are listed on The Nasdaq SmallCap Market. SNB’s authorized capital stock consists of 2,000,000 shares of SNB Stock, of which 850,000 shares are issued and outstanding. All of the SNB Stock is held, beneficially and of record, by SFC, and those shares constitute SNB’s only outstanding equity securities. SIS’s authorized capital stock consists of 100,000 shares of SIS Stock, of which 1,000 shares are issued and outstanding. All of the SIS Stock is held, beneficially and of record, by SNB, and those shares constitute SIS’s only outstanding equity securities. FFI’s authorized capital stock consists of 100,000 shares of FFI Stock, of which 1,000 shares are issued and outstanding. All of the FFI Stock is held, beneficially and of record, by SFC, and those shares constitute FFI’s only outstanding equity securities. (i) has been duly authorized and is validly issued and outstanding, and is fully paid and, except with respect to the SNB Stock as provided in 12 USC 55, nonassessable, (ii) has been legally issued pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, or an available exemption from such registration, and in conformity with applicable state securities laws, and (iii) has not been issued in violation of the preemptive rights of any shareholder. The SFC Stock is registered with the SEC under the 1934 Act, and SFC is subject to the registration and reporting requirements of the 1934 Act. The SNB Stock, SIS Stock and FFI Stock are not registered under, and SNB, SIS and FFI are not subject to the registration and reporting requirements of, the 1934 Act.
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Capital Stock and Securities. The authorized capital stock of the Company consists of 200,000 shares of Common Stock. As of the Closing Date and prior to the Parent Investment, 62,490 shares of Common Stock will be issued and outstanding, all of which will be owned, beneficially and of record, by the Selling Shareholders in the amounts set forth on
Sample 1
Capital Stock and Securities. (a) Seller Parent is the sole holder of all of Seller’s Equity Securities. Seller is the sole holder of all of the Equity Securities of AAX. The authorized Equity Securities of AAX consist of 500,000 shares of common stock, par value $0.001, of which 100,000 shares are duly and validly issued, outstanding, fully paid and nonassessable. (b) Neither Seller nor AAX has any outstanding commitments to issue or sell Equity Securities, and no securities or obligations evidencing any such right are outstanding. There are no outstanding obligations, written or otherwise, of any holder of Equity Securities of Seller or AAX to repurchase, redeem or otherwise acquire any Equity Securities. There are no preemptive rights in respect of any Equity Securities of Seller or AAX. Any Equity Securities that were issued and reacquired by Seller or AAX were so reacquired (and, if reissued, so reissued) in compliance with all applicable Laws, and neither Seller nor AAX have any outstanding obligation or Liability with respect thereto. (c) Except as set forth on Schedule 3.03(c), neither Seller nor AAX has any Subsidiaries. Except for the Equity Securities of AAX, Seller does not hold any Equity Securities of any other Person that owns or controls any of the Purchased Assets or through which Seller conducts any portion of the Business and the Purchased Assets do not include any Indebtedness or Equity Securities of any Person, other than the Equity Securities of AAX.
Sample 1
Capital Stock and Securities. The authorized capital stock of ---------------------------- the Company consists of Seven Hundred and Fifty Thousand (750,000) shares of "Common Stock" (par value $.01) and Three Hundred and Fifty (350,000) shares of "Preferred Stock" (par value $.01). On the date hereof and on the Closing Date, Seven Hundred Twelve Thousand Five Hundred (712,500) shares of the Common Stock are issued and outstanding and One Hundred and Fifty Thousand (150,000) shares of the Preferred Stock are issued and outstanding, all of which are owned, beneficially and of record, by the Selling Shareholders in the amounts set forth on Schedule 2.2(b) attached hereto. Each share of Capital Stock of the Company shall on the Closing Date be owned by the Selling Shareholders free and clear of any and all liens, charges, claims, pledges, security interests, title imperfections or other encumbrances of any kind ("Liens"). Upon transfer by the Selling Shareholders to Buyer of the Certificates evidencing the Shares, the Selling Shareholders will have transferred to Buyer good and valid title to the Shares free and clear of all Liens, other than Liens which become applicable as a result of any acts or
Sample 1
Capital Stock and Securities. PCCC’s authorized capital stock consists of 10,000,000 shares of common stock, $0.01 par value per share, of which 1,179,237 shares are issued and outstanding and constitute PCCC’s only outstanding equity or debt securities. PCB’s authorized capital stock consists of 10,000,000 shares of common stock, par value $5.00, of which 600,000 shares are issued and outstanding (“PCB Stock”). All of the PCB Stock is held, beneficially and of record, by PCCC, and those shares constitute PCB’s only outstanding equity or debt securities. PFS’s authorized capital stock consists of five shares of common stock, par value $5.00, of which one share is issued and outstanding (“PFS Stock”). All of the PFS Stock is held, beneficially and of record, by PCB, and those shares constitute PFS’s only outstanding equity or debt securities. (i) has been duly authorized and is validly issued and outstanding, and is fully paid and nonassessable, and (ii) has not been issued in violation of the preemptive rights of any shareholder. The PCCC Stock is registered with the Securities Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and PCCC is subject to the registration and reporting requirements of the 1934 Act. The PCB Stock and PFS Stock is not registered under, and PCB and PFS are not subject to the registration and reporting requirements of, the 1934 Act.
Sample 1
Capital Stock and Securities. (i) Section 2.2(e)(i) of the Seller Disclosure Schedule sets forth the number and class of each of the authorized, issued and outstanding shares of capital stock or other Equity Securities of each Seller Entity and a list of the holders of all such Equity Securities of all classes. On the date of the execution and delivery of this Agreement, all of such outstanding shares of capital stock or other Equity Securities are validly issued, fully paid and non-assessable, were issued in conformity with applicable Law, and are owned of record and beneficially by the Persons listed on Section 2.2(e)(i) of the Seller Disclosure Schedule, free and clear of any and all Encumbrances. (ii) No Seller Party has any outstanding commitments to issue or sell any Equity Securities, and no securities or obligations evidencing any such right are outstanding. Except as set forth in Section 2.2(e)(ii) of the Seller Disclosure Schedule, there are no outstanding obligations, written or otherwise, of any shareholder of any Seller Party to repurchase, redeem or otherwise acquire any Equity Securities. There are no preemptive rights Asset Purchase Agreement in respect of any Equity Securities of any Seller Party. Any Equity Securities which were issued and reacquired by any Seller Party were so reacquired (and, if reissued, so reissued) in compliance with all applicable Laws, and no Seller Party has any outstanding obligation or liability with respect thereto. Except for the companies identified in Section 2.2(e)(iii) or as set forth in Section 2.2(e)(ii) of the Seller Disclosure Schedule, (A) Seller Entities have no Subsidiaries, and no Seller Party holds any Equity Securities of any other Person that owns or controls any of the Assets or through which such Seller Party conducts any portion of the Business and (B) the Assets do not include any Indebtedness or Equity Securities of any Person. (iii) Since their respective dates of incorporation or formation through the date hereof, neither LML Capital Corp. nor Lease Marketing LLC (the "Dormant Companies") has conducted any business or incurred any liabilities, and none of the Seller Parties has caused any of the Dormant Companies to conduct any business or incur any liabilities. The Dormant Companies do not own or lease any assets or properties of any kind whatsoever, and Digerati Corp. does not own, lease or have any interest whatsoever in any of the Assets or any asset or property of any kind used or useful in conducting the Busines...
Sample 1
Capital Stock and Securities. The authorized capital stock of ---------------------------- the Company consists of 400,000 shares, consisting of (i) 200,000 shares of Common Stock and (ii) 200,000 Series B Common Shares, no par value. As of the Closing (after giving effect to the exercise of the Stock Options), 124,785 shares of the Common Stock will be issued and outstanding, all of which will be owned, beneficially and of record, by the Selling Shareholders in the amounts set forth on Schedule I attached hereto. Each share of capital stock of the -------- Company is owned by the Selling Shareholders free and clear of any and all liens, charges, pledges, security interests or other encumbrances of any kind. Each outstanding share of capital stock of the Company is and shall be duly authorized, validly issued, fully paid and nonassessable. Upon the consummation of the purchase of the Sale Shares as contemplated by Sections 1.1 and 1.3, the Company will acquire from the Selling Shareholders good and valid title to the Sale Shares free and clear of any liens, claims, charges, pledges, options, contractual restrictions of any kind or other legal or equitable encumbrances. Except for Stock Options exercisable into 72,490 shares of Common Stock which are held by the Selling Shareholders in the amounts set forth on Schedule I and -------- which will be exercised pursuant to Article I, the Company does not have any outstanding commitments to issue or sell any shares of its capital stock, or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company any shares of its capital stock, and no securities or obligations evidencing any such right are outstanding. The Company does not have outstanding any other debt or equity securities other than its Common Stock and existing indebtedness, which, including the terms thereof, are fully described in the Disclosure Schedule.
Sample 1
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Related to Capital Stock and Securities

  • 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.

  • 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.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • 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.

  • Capital Stock and Related Matters (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding 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 plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any 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, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, 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, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORBDCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions: (i) within three years after receipt, if such Equity Security is (A) received upon the conversion of a Defaulted Obligation, or (B) received in an exchange initiated by the Obligor to avoid bankruptcy; and (ii) within 45 days after receipt, if such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law or contractual restriction, in which case such Equity Security shall be sold as soon as such sale is permitted by applicable law or such contract.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • 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.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

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