Capital Stock of Target Sample Clauses

Capital Stock of Target. The authorized capital stock of TARGET consists of two thousand (2,000) shares of $.01 par value common stock (the "TARGET COMMON STOCK"), of which one thousand forty-seven (1,047) shares representing the TARGET SHARES are issued and outstanding. All of the TARGET SHARES have been validly issued and are fully paid and non-assessable. There are no preemptive or other subscriptive rights with respect to the TARGET SHARES and there are no authorized or outstanding equity securities of TARGET other than the TARGET SHARES. There are no warrants or options outstanding for the purchase of TARGET COMMON STOCK.
Sample 1
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Capital Stock of Target. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Target Shares, (i) each of the Target Shares held immediately prior to the Effective Time in the Target's treasury shall automatically be canceled and retired and shall cease to exist and (ii) each of the Target Shares issued and outstanding immediately prior to the Effective Time shall be converted into, and the holder of each such Target Share shall be entitled to receive, the following (including the "Earn-Out" referred to in paragraph (vi) below, the "Merger Consideration"): (A) 2816.71 of the Buyer Shares (for a total of 62,531 Buyer Shares for all of the outstanding Target Shares); (B) $67,567.57 in cash, payable by wire transfer or delivery of other immediately available funds (for a total of $1,500,000 for all of the outstanding Target Shares); and (C) 938.92 Warrants (for a total of 20,844 Warrants for all of the outstanding Target Shares). At the Effective Time, Buyer will deliver to ChaseMellon Shareholder Services, stock transfer agent to Buyer, in Seattle, Washington, the Target Shares and the duly executed Letters of Transmittal to release the Buyer Shares to the Target Stockholders.
Sample 1
Capital Stock of Target. (a) As of March 20, 2006, Target’s authorized capital stock consists of 20,000,000 shares of common stock, $0.001 par value, of which 3,450,000 shares are issued and outstanding (and another 750,000 to 1,000,000 shares are expected to be issued prior to the Merger as a result of Target’s ongoing private placement of common stock and warrants), and 5,000,000 shares of preferred stock, $0.001 par value, which includes (i) 1,000,000 shares of Series A Preferred, of which 1,000,000 are issued and outstanding, and (ii) 4,000,000 shares of Series B Preferred, of which 1,414,006 are issued and outstanding. All of the Target Stock has been validly issued and is fully paid and nonassessable and no holder thereof is entitled to any preemptive rights. There are no outstanding conversion or exchange rights, subscriptions, options, warrants or other arrangements or commitments obligating Target to issue any shares of capital stock or other securities or to purchase, redeem or otherwise acquire any shares of capital stock or other securities, or to pay any dividend or make any distribution in respect thereof, except as set forth on Schedule 2.3(a). (b) The Target’s shareholders listed on Schedule 2.3(b) (i) own of record and beneficially and have good and marketable title to all of the issued and outstanding Target Stock, to Target’s knowledge, free and clear of any and all liens, mortgages, security interests, encumbrances, pledges, charges, adverse claims, options, rights or restrictions of any character whatsoever other than standard state and federal securities law private offering legends and restrictions (collectively, “Liens”), and (ii) have the right to vote the Target Stock on any matters as to which any shares of Target Stock are entitled to be voted under the laws of the State of California and Target’s Articles of Incorporation and Bylaws, to Target’s knowledge, free of any right of any other person. Notwithstanding the generality of the foregoing, Target’s Common Stock and Series A Preferred shareholders have entered into a Shareholder Agreement in the form attached to Schedule 2.3(b). As a result of the Merger, such Shareholder Agreement shall terminate.
Sample 1
Capital Stock of Target. (a) Target's authorized capital stock consists of 10,000,000 shares of common stock, $.01 par share, of which 100 shares are issued and outstanding. All of the Target Stock has been validly issued and is fully paid and nonassessable and no holder thereof is entitled to any preemptive rights (except any statutory preemptive rights, which Target Parent hereby waives). There are no outstanding conversion or exchange rights, subscriptions, options, warrants or other arrangements or commitments obligating Target to issue any shares of capital stock or other securities or to purchase, redeem or otherwise acquire any shares of capital stock or other securities, or to pay any dividend or make any distribution in respect thereof, except as set forth on Schedule 2.3. (b) Target Parent (i) owns of record and beneficially and has good and marketable title to all of the issued and outstanding Target Stock, free and clear of any and all liens, mortgages, security interests, encumbrances, pledges, charges, adverse claims, options, rights or restrictions of any character whatsoever other than standard state and federal securities law private offering legends and restrictions (collectively, "Liens"), and (ii) has the right to vote the Target Stock on any matters as to which any shares of Target Stock are entitled to be voted under the laws of the State of Colorado and Target's Articles of Incorporation and Bylaws, free of any right of any other person.
Sample 1
Capital Stock of Target. The authorized capital stock of the Target consists of one million (1,000,000) shares of common stock, par value of ten cents (.10c) per share, of which, as of the date hereof, ten thousand (10,000) shares, constituting the Target Stock, are duly authorized, validly issued and outstanding, fully paid and non-assessable. Shareholder is the record and beneficial owner of the Target Stock. Except for the Target Stock, there are no shares of capital stock or other equity securities of Target outstanding. The Target Stock has not been issued in violation of, and the Target Stock is not subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar rights under any provision of applicable law, the Articles of Incorporation or By-laws of Target, any contract, agreement or instrument to which Target is subject, bound or a party or otherwise. There are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) (i) pursuant to which Shareholder or Target is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Target or (ii) that give any person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of Target.
Sample 1
Capital Stock of Target. (a) As of the date of this Agreement, Target has authorized (i) 94,000 shares of Common Stock, $0.01 par value, of which 4,900 shares are issued and outstanding and (ii) 6,000 shares of Preferred Stock, $0.01 par value, of which 6,000 shares are issued and outstanding. (b) A true and correct listing of the names and addresses of the record and beneficial holders of Target Capital Stock and the number of shares and classes of Target Capital Stock held by such holders is set forth in Section 4.03 of the Disclosure Schedule.
Sample 1
Capital Stock of Target. As of the date hereof, Sellers, and as of the Closing Date, Holding Companies, are the record and beneficial owners of the Purchased Capital Stock as set forth opposite their names on Exhibit A-1 and Exhibit A-2, respectively, hereto, free and clear of all Encumbrances, including any agreement, understanding or restriction entered into by any of the Sellers affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Purchased Capital Stock. All of the issued Target Shares have been, and as of the Closing Date, shall have been, duly and validly authorized and are fully paid or properly credited as fully paid. None of the issued shares of the Purchased Capital Stock have been and, as of the Closing Date shall have been, issued in violation of any purchase option, call, warrant, right of first refusal, preemptive, subscription or similar rights under any provision of Applicable Law, the by-laws of Target, or any contract, agreement or instrument to which Company, Target, Holding Companies, Sellers or any other Affiliate thereof is subject or by which any of such Persons is bound. Except for this Agreement and the Convertible Series A Preferred Stock, there are no subscriptions, options, phantom share options, warrants, calls, commitments, preemptive rights or other rights of any kind outstanding for the purchase of, nor any securities convertible into or exchangeable for, the Purchased Capital Stock, any other shares of Capital Stock or any equity interests of Target. Except for this Agreement, there are no restrictions upon the voting or transfer of any shares of Target pursuant to Target's by-laws or any agreement or other instrument to which Target is a party or by which Target is bound. Upon consummation of the Capital Stock Purchase, Buyer shall acquire from Sellers and Holding Companies full and exclusive ownership and dominion of the Purchased Capital Stock, free and clear of all Encumbrances, except for any Encumbrances which may have been created by Buyer.
Sample 1
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Related to Capital Stock of Target

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • 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.

  • 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.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • 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 of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

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