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 the Company. The authorized capital stock of the Company is as set forth on Schedule 5.3. All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.3, other than any treasury shares listed on Schedule 5.3. Each Stockholder, severally, represents and warrants that except as set forth on Schedule 5.3, the shares of capital stock of the Company owned by such Stockholder 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 any preemptive rights of any past or present stockholder.
Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Annex II, and all of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Annex II. Except as set forth on Schedule 5.3, 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 any preemptive rights of any past or present stockholder.
Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding, and no shares of preferred stock. 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 and are owned of record and beneficially by the Shareholder free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company 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 was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).
Capital Stock of the Company. The authorized capital stock of the COMPANY is as set forth on Schedule 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 I and further, except as set forth on Schedule 5.3, are owned free and clear of all Liens. 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. None of such shares were issued in violation of the pre-emptive rights of any past or present stockholder of the COMPANY.
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 shares of common stock, par value $0.01 per share, of which 40 shares are issued and outstanding and constitute all of the issued and outstanding shares of Company Stock (the "Shares"). All of the Shares are owned of record and beneficially by the Stockholder and are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws governing the issuance of securities. None of the Shares were issued in violation of any preemptive rights or similar rights of any person. No option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any additional shares of its capital stock or obligates the Stockholder to transfer any of the Shares to any person except pursuant to this Agreement.
Capital Stock of the Company. The authorized capital stock of Company is as set forth in Schedule 2.4(i). All of the issued and outstanding shares of the capital stock of Company are owned of record by Stockholders in the amounts set forth in Section 4.1 and further, except as set forth on Schedule 6.3, are owned free and clear of all mortgages, liens, security interests, pledges, voting trusts, restrictions, encumbrances and claims of every kind (collectively, the "Liens"). All of the issued and outstanding shares of the capital stock of Company (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder.
Capital Stock of the Company. Shareholder owns the Shares free and clear of any Liens (excluding restrictions imposed by a certain Lock-Up Agreement between Shareholder and Feltl and Company). Shareholder is the lawful recorded and beneficial owner of the Shares. Upon the delivery of the Shares to Buyer, Buyer will acquire the beneficial and legal, valid, and indefeasible title to such Shares, free and clear of all Liens and restrictions on transfer except for restrictions on transfer pursuant to federal and state securities laws.
Capital Stock of the Company. The authorized capital stock of the Company and each of its Subsidiaries is as set forth on Schedule 5.3(a). All of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Schedule 5.3(a). Except as set forth on Schedule 5.3(a), all of the issued and outstanding capital stock of each Subsidiary is owned by the Company. 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 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 any preemptive rights of any past or present stockholder.
Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares) (such shares of Company Common Stock, the “Eligible Shares”), shall be converted into the right to receive from Parent that number of fully paid and
