Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 shares of common stock, par value $10.00 per share, of which 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: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 100,000 shares of common stock, par value $10.00 $ 1.00 per share, of which 348 100 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: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 750 shares of common stock, par value $10.00 $ 100.00 per share, of which 348 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: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 100 shares of common stock, par value $10.00 0.01 per share, of which 348 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: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 1,000,000 shares of common stock, par value $10.00 per share, stock of which 348 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
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 100,000 shares of common stock, par value $10.00 1.00 per share, of which 348 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: Merger Agreement (Landcare Usa Inc)
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 50,000 shares of common stock, par value $10.00 1.00 per share, of which 348 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: Merger Agreement (Landcare Usa Inc)
Capital Stock of the Company. The authorized capital stock of the Company consists solely of 7,500 100,000 shares of common stock, no par value $10.00 per share, of which 348 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