Capital Stock of the Companies. The authorized capital stock of each COMPANY is as set forth on Schedule 1.4. All of the issued and outstanding shares of the capital stock of each COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Annex IV 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 each 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 such 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 of the COMPANY.
Capital Stock of the Companies. (a) As of the date hereof, the authorized share capital of (i) OMNI UK consists of 200,000 shares of UK Voting Common Stock and 3,800,000 shares of UK Non-Voting Common Stock, one share of Class C Redeemable Preference Share, (pound).01 per share par value, and one share of Class D Redeemable Preference Share, (pound).01 per share par value ("Class D Stock") of which 105,582 shares of UK Voting Common Stock, 2,006,066 shares of UK Non-Voting Common Stock, one share of Class C Stock and one share of Class D Stock are duly authorized and validly issued and outstanding, fully paid and nonassessable and (ii) LuxCo consist of 1000 shares of LUX Voting Common Stock and 1000 shares of Lux Non-Voting Common Stock, of which 144 shares of Lux Voting Common Stock and 144 shares of Lux Non-Voting Common Stock are duly authorized and validly issued and outstanding, fully paid and non-assessable. Except as set forth on Schedule 2.4, no such shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the certificate of incorporation or by-laws (or equivalent organizational document) of either of the Companies or any agreement, contract or instrument to which either of the Companies is a party or by which either or any of their respective properties or assets is bound. Except as set forth on Schedule 2.4 and except for the Notes made by LuxCo which are convertible at the holder's option into Lux Non-Voting Common Stock, 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 either of the Companies is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of either of the Companies 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 either of the Companies. There are no equity securities of either of the Companies reserved for issuance for any purpose except for securities reserved for issuance for the purposes set forth on Schedule 2.4. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of either Company may vote.
Capital Stock of the Companies. The authorized capital stock of OMG Japan consists of 800 shares of common stock, par value ¥50,000 per share, of which 200 shares are issued and outstanding. The registered share capital of OMG Europe amounts to DEM 250,000, of which DEM 247,500 are held by OMG and DEM 2,500 are held by OMG Kokkola Chemicals. The authorized capital stock of OMG Kokkola Chemicals consists of 4,000,000 shares of common stock, par value €1.68 per share, of which 4,000,000 shares are issued and outstanding. Except as set forth in Section 3.02 of the Sellers Disclosure Letter and other than the Subject Shares, there are no shares of capital stock or other equity securities of any of the Companies issued, reserved for issuance or outstanding. The Subject Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right or subscription right, the certificate of incorporation, bylaws or articles of association (or equivalent organizational documents) of the Companies or any Contract to which any of the Companies are a party. There are not any bonds, debentures, notes or Indebtedness of any of the Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of capital stock of any of the Companies may vote (“Voting Company Debt”). There are not any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, Contracts or undertakings of any kind to which any of the Companies or any Seller or any affiliate of a Seller is a party or by which any such person is bound (1) obligating any of the Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any of the Companies or any Voting Company Debt or (2) obligating any of the Companies to issue, grant, extend or enter into any such option, warrant, call, right, unit, Contract or undertaking. There are not any outstanding contractual obligations of any Seller or any affiliate of a Seller (including the Companies) to repurchase, redeem or otherwise acquire any shares of capital stock of any of the Companies.
Capital Stock of the Companies. The Shares constitute all the authorized, issued and outstanding shares of capital stock of the Companies. The Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights. Except as set forth in Section 2.3 of the Parent Disclosure Letter, the Interests constitute all of the authorized, issued and outstanding equity interests of MEG. Except as set forth in Section 2.3 of the Parent Disclosure Letter and except for the Shares and the Interests, there are outstanding (i) no shares of capital stock or other voting securities of the Companies, (ii) no securities of the Companies convertible into or exchangeable for shares of capital stock, equity interests or other voting securities of the Companies; (iii) no subscription rights, options, warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from the Companies, and no obligation of the Companies to issue or sell, any shares of capital stock, equity interests or other voting securities or any securities of the Companies convertible into or exchangeable for such capital stock, equity interests or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings of, or stock appreciation, phantom stock or other similar rights of or with respect to the Companies. The Sellers are and on the Closing Date (prior to the consummation of the transactions contemplated by this Agreement) will be the sole record and beneficial owner of the Shares and the Interests. Upon consummation of the transactions contemplated in this Agreement, Purchaser will acquire good and valid title to the Shares and the Interests, free and clear of all Liens, and the Shares will be fully paid and nonassessable.
Capital Stock of the Companies. Beneficial Ownership. ----------------------------------------------------
Capital Stock of the Companies. The Shares constitute ------------------------------ all the authorized, issued and outstanding shares of capital stock of the Companies. The Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any pre-emptive rights. There are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments relating to the capital stock of any Company obligating such Company to issue or sell any of its shares of capital stock. Seller owns the Shares, free and clear of all Liens except for Permitted Liens specified in clause (a) of the definition of Permitted Liens and any Liens arising out of, under or in connection with this Agreement or through Purchaser. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Shares. None of the Companies owns, directly or indirectly, any shares of any corporation or any ownership or other investment interest, either of record, beneficially or equitably, in any association, partnership, joint venture or other legal entity.
Capital Stock of the Companies. (a) The authorized capital stock of First Franklin consists of 1,000 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding. The authorized capital stock of Home Loan Services consists of 10,000 shares of common stock, par value $100.00 per share, of which 2,000 shares are issued and outstanding. Except for the Subject Shares, there are no shares of capital stock or other equity securities of either of the Companies issued, reserved for issuance or outstanding. The Subject Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right or subscription right or organizational documents of the Companies or any Contract to which either of the Companies is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of any of the Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of common stock of First Franklin or Home Loan Services may vote (“Voting Company Debt”). There are not any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, Contracts or undertakings of any kind to which either of the Companies is a party or by which either of them is bound (i) obligating either of the Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, either of the Companies or any Voting Company Debt or (ii) obligating either of the Companies to issue, grant, extend or enter into any such option, warrant, call, right, unit, Contract or undertaking. There are not any outstanding contractual obligations of either of the Companies to repurchase, redeem or otherwise acquire any shares of capital stock of either of the Companies.
Capital Stock of the Companies. The entire authorized capital stock of each Company is as set forth in Schedule 5.3. All of the issued and outstanding shares of capital stock of each Company are owned by the Stockholders, free and clear of any liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind ("Liens") (other than Liens set forth on Schedule 5.3). Except as disclosed on Schedule 5.3, there are no outstanding options, rights (preemptive or otherwise), warrants, calls, convertible securities or commitments or any other arrangements requiring or restricting the issuance, sale or transfer of any equity securities of any Company or any securities convertible directly or indirectly into equity securities of any Company, or evidencing the right to subscribe for any equity securities of each Company, or giving any Person any rights with respect to the capital stock of each Company. Except as contemplated by this Agreement or disclosed on Schedule 5.3, there are no voting agreements, voting trusts, or other agreements (including cumulative voting rights) with respect to the voting of the capital stock of each Company. All of the issued and outstanding shares of the capital stock of each Company (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) are owned of record and beneficially by the Stockholders, (iv) were offered, issued, sold and delivered by each Company in compliance with all applicable state, federal and foreign laws concerning the issuance of securities, and (v) were issued without violating the preemptive rights of any Person.
Capital Stock of the Companies. The authorized capital stock of Pacific Floral consists of 1,000 shares of common stock, no par value, of which 1,000 shares are issued and outstanding. The authorized capital stock of Rose City consists of 1,000 shares of common stock, no par value, of which 1,000 shares are issued and outstanding. All of the issued and
Capital Stock of the Companies. The authorized capital stock of KCI consists of 2,000,000 shares of common stock, $.01 par value, of which 100 shares are issued and outstanding. The authorized capital stock of KCIM consists of 2,000,000 shares of common stock, $.01 par value, of which 100 shares are issued and outstanding. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Stockholders free and clear of all Liens. All of the Shares were offered, issued, sold and delivered by the Companies in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of the Shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the Shares. Schedule 3.4 sets forth a list of all of the stockholders of the Companies and the number of shares of the capital stock of the Companies they own.
