CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of the Trust consists of 10,000,000 Common Shares of which 10,000,000 Common Shares are issued and outstanding. The Trust owns all of the outstanding Capital Stock of Subsidiaries free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. The Trust owns the equity interest in each Trust Partnership free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. No Common Shares or Capital Stock of any Subsidiary are held in treasury. Except as set forth in Schedule 3.2 or as contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Common Shares, any Capital Stock of any Subsidiary or any Trust Partnership or to restructure or recapitalize the Trust, any Subsidiary or any Trust Partnership. Except as set forth in Schedule 3.2, there are no outstanding Contracts of the Trust, any Subsidiary or any Trust Partnership to repurchase, redeem or otherwise acquire any of their respective Common Shares or Capital Stock, as applicable. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of the Trust, any Subsidiary or any Trust Partnership are issued or outstanding. There are no voting trusts or other agreements or understandings to which the Trust, any Subsidiary or any Trust Partnership is a party or is bound, or to the knowledge of the Trust and Seller, to which any other Person is a party or is bound, with respect to the voting of the Common Shares or the Capital Stock of any Subsidiary or any Trust Partnership. All issued and outstanding Common Shares and Capital Stock of all Subsidiaries and Trust Partnerships were duly authorized and validly issued at the time of issuance and are fully paid and nonassessable. There are no preemptive rights in respect of any Common Shares or Capital Stock of any Subsidiary or any Trust Partnership. Upon the sale of the Shares to Buyer at the Closing, the Shares will have been validly issued and be validly outstanding, fully paid and nonassessable, and the sale of such Shares is not and will not be subject to preemptive rights of any other shareholder of the Trust. Buyer shall receive good and marketable title to the Shares, free and clear of all Encumbrances, except for restrictions on the transferability of the Share...
CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of Seller consists of 500,000,000 Common Shares, 10,000,000 of which are issued and outstanding and 10,000,000 Preferred Shares, none of which are issued and outstanding. Seller owns all of the outstanding Capital Stock of Subsidiaries free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. Seller owns the equity interest in each Seller Partnership free and clear of any Encumbrances, equities and claims except as specified in Schedule 3.2. No Common Shares or Capital Stock of any Subsidiary are held in treasury. Except as set forth in Schedule 3.2 or as contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Common Shares, any Capital Stock of any Subsidiary or any Seller Partnership or to restructure or recapitalize Seller, any Subsidiary or any Seller Partnership. Except as set forth in Schedule 3.2, there are no outstanding Contracts of Seller, any Subsidiary or any Seller Partnership to repurchase, redeem or otherwise acquire any of their respective Common Shares or Capital Stock, as applicable. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of Seller, any
CAPITAL STOCK; TITLE TO SHARES. Schedule 3.3(a) sets forth the entire authorized capital stock and the total number of issued and outstanding shares of capital stock of the Company. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable and owned, beneficially and of record, in the amounts listed on Schedule 3.3(a) and no shares of capital stock of the Company are subject to, nor have been issued in violation of preemptive or similar rights. Except as set forth in Schedule 3.3(b), there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the sale, purchase, redemption or other transfer of any securities of the Company.
CAPITAL STOCK; TITLE TO SHARES. Schedule 3.6 sets forth the entire authorized capital stock and the total number of issued and outstanding shares of capital stock of the Company. All of the outstanding shares of capital stock of the Company (constituting the Shares) are validly issued, fully paid and non-assessable and owned, beneficially and of record, by the Parent and no Shares are subject to, nor have been issued in violation of preemptive or similar rights. All issuances, sales and repurchases by the Company of its capital stock have been effected in material compliance with all applicable laws, including applicable federal and state securities laws.
CAPITAL STOCK; TITLE TO SHARES. The authorized Capital Stock of ------------------------------ TIS consists of 100,000,000 shares of Common Stock, of which 8,105,880 shares are issued and outstanding, before giving effect to the transaction described in Section 7.5. No shares of Capital Stock of TIS are held in its treasury. Except as contemplated in this Agreement, there are no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Capital Stock of any TIS Company or to restructure or recapitalize any TIS Company. Except as contemplated by this Agreement, there are no outstanding Contracts of any TIS Company to repurchase, redeem or otherwise acquire any of their respective Capital Stock. No bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having general voting rights) of any TIS Company are issued or outstanding. There are no voting trusts or other agreements or understandings to which any TIS Company is a party or is bound or, to the knowledge of TIS, to which any other Person is a party or is bound, with respect to the voting of the Capital Stock of any TIS Company. All issued and outstanding shares of Capital Stock of the TIS Companies were duly authorized and validly issued at the time of issuance and are fully paid and nonassessable. There are no preemptive rights in respect of any Capital Stock of any TIS Company. Upon the transfer and delivery of the TIS Shares to Pacific at the Closing, Pacific shall receive good and marketable title to the TIS Shares, free and clear of all Encumbrances, except for (i) the percentage ownership limit and the restrictions relating thereto imposed pursuant to the Charter Documents of TIS, and (ii) restrictions on the transferability of the TIS Shares generally imposed on securities under federal and state securities laws.
CAPITAL STOCK; TITLE TO SHARES. (a) The authorized capital stock of the Company consists solely of Two Million Four Hundred Fifty-Thousand (2,450,000) shares of Voting Common Stock and Four Million Nine Hundred Thousand (4,900,000) shares of Non-Voting Common Stock, of which Two Million Three Hundred Thousand (2,300,000) shares of Voting Common Stock and Four Million Nine Hundred Thousand shares (4,900,000) of Non-Voting Common Stock (collectively, the "Shares") are issued and outstanding. The Shares are duly authorized, validly issued, fully paid and nonassessable and issued in compliance with applicable Law. The Shareholders own the Shares, beneficially and of record, free and clear of all Liens. Disclosure Schedule 3.2 sets forth a description of the ownership of the Shares.
CAPITAL STOCK; TITLE TO SHARES. 7.7.1 The authorized capital stock of the Company consists of One Thousand (1,000) shares of common stock, $1.00 par value, of which One Thousand (1,000) shares are issued and outstanding. All of the Company Stock is duly authorized, validly issued, fully paid and nonassessable. No current or former stockholder or any other Person is contending or has a valid basis for contesting the ownership of the Company Stock or any distributions or contributions relating thereto. Seller is the lawful and equitable owner of all of such shares of common stock of the Company, free and clear of all Encumbrances.
CAPITAL STOCK; TITLE TO SHARES. (a) All of the issued and outstanding shares of the Company are owned beneficially and of record by the Shareholders in the amounts and percentages as set forth on Schedule 3.04(a). Except as otherwise set forth in Schedule 3.04, the Company does not have any subsidiaries or participate in any partnership or joint venture or own any outstanding capital stock of any other corporation (each a "Subsidiary" and collectively, the "Subsidiaries"). All of the issued and outstanding shares of any Subsidiaries are owned beneficially and of record by the Company. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any Subsidiary, or any such convertible or exchangeable securities or any such rights, warrants or options.
CAPITAL STOCK; TITLE TO SHARES. The authorized capital stock of CPC consists solely of 10,000 shares of common stock, $1.00 par value, of which 10,000 shares are issued and outstanding. Seller is the lawful and equitable owner of all of such shares of common stock of CPC, free and clear of all claims, options, charges and Encumbrances. The authorized capital stock of To-Ricos consists solely of (i) 100,000 shares of common stock, $1.00 par value, of which 66,000 shares are issued and outstanding, and (ii) 50,000 shares of preferred stock, $10.00 par value, of which none are issued and outstanding. Seller is the lawful and equitable owner of all of such shares of common stock of To-Ricos, free and clear of all claims, options, charges and Encumbrances. The authorized capital stock of Lovette consists solely of (i) 500,000 shares of common stock, $1.00 par value, of which 1,000 shares are issued and outstanding. Seller is the lawful and equitable owner of all of such shares of common stock of Lovette, free and clear of all claims, options, chaxxxx xxd Encumbrances. The authorized capital stock of Hester consists solely of 15,000 -43- shares of common stock, $1.00 par value, of which 1,000 shares are issued and outstanding. Seller is the lawful and equitable owner of all of such shares of common stock of Hester, free and clear of all claims, options, charxxx xxd Encumbrances. At the Closing, Buyer's ownership of CPC, To-Ricos, Lovette and Hester as contemplated herein shall conxxxxxxx ownership of all the outstanding securities of CPC, To-Ricos, Lovette and Hester and, through Buyer's ownership ox xxx XPC Stock, the Company Subsidiary, and such ownership shall be free and clear of all claims, options, charges and Encumbrances. No shares of capital stock or other ownership interests in any Acquired Company are reserved for issuance for any purpose. As to each Acquired Company, there are no bonds, debentures, notes or other indebtedness issued or outstanding having the right to vote ("Voting Debt") on any matter on which holders of capital stock, voting securities or other ownership interests thereof may vote. All of the issued and outstanding shares of the capital stock of CPC, To-Ricos, Lovette, Hester and the Company Subsidiary are duly xxxxxxxxxx, xxlidly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. There are no options, warrants, calls, rights, commitments or agreements of any character to which CPC, To-Ricos, Lovette, He...
CAPITAL STOCK; TITLE TO SHARES. Schedule 3.3 sets forth the entire authorized capital stock and the total number of issued and outstanding shares of capital stock of the Company. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable and owned, beneficially and of record, in the amounts listed on Schedule 3.3 and no shares of capital stock of the Company are subject to, nor have been issued in violation of preemptive or similar rights. Except as set forth on Schedule 3.3, the Company has no outstanding stock or other securities convertible into or exchangeable for shares of its capital stock or containing profit participation features, and the Company has no outstanding options, warrants or rights to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for capital stock. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. All issuances, sales and repurchases by the Company of its capital stock have been effected in compliance with all applicable laws, including, without limitation, applicable federal and state securities laws.
