Common use of Capital Stock of the Company Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

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Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 100,000 shares of common stock, par value $0.01 $ 1.00 per share, of which 40 100 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 7,500 shares of common stock, par value $0.01 10.00 per share, of which 40 348 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 750 shares of common stock, par value $0.01 $ 100.00 per share, of which 40 30 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 100,000 shares of common stock, par value $0.01 1.00 per share, of which 40 25,000 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcare Usa Inc)

Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 50,000 shares of common stock, par value $0.01 1.00 per share, of which 40 1,000 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcare Usa Inc)

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Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 1,000,000 shares of common stock, par value $0.01 per share, stock of which 40 21,500 shares are issued and outstanding and constitute all of the issued and outstanding shares of Company Stock stock. 11,250 of the shares (the "Shares"). All of the Shares ) are owned of record and beneficially by the Stockholder Stockholders 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 Stockholders to transfer any of the Shares to any person except pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100 100,000 shares of common stock, no par value $0.01 per share, of which 40 7,104 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 Stockholders 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 Stockholders to transfer any of the Shares to any person except pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

Capital Stock of the Company. (a) The authorized capital stock of the Company Golden Bear consists solely of 100 10,000 shares of common stock, par value $0.01 per share, stock of which 40 10,000 shares are issued and outstanding and constitute all of the issued and outstanding shares of Company Golden Bear Stock (the "Company Shares"). All of the Company 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 Company 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 Company 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 Company Shares to any person except pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcare Usa Inc)

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