CAPITAL STOCK; TITLE TO SHARES Sample Clauses

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.
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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. 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.
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. 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.
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. (b) The Shareholders have, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares, free and clear of any Lien and, upon purchase and payment therefor by the Buyer, in accordance with the terms of this Agreement, the Buyer will obtain good and marketable title to all the Shares, free and clear of any Liens.
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CAPITAL STOCK; TITLE TO SHARES. Schedule 7.6 sets forth the capitalization of Holdco and each Acquired Company, including the number of authorized shares of each class of capital stock, voting securities or other ownership interests and the par value thereof, the number of shares of each class of capital stock, voting securities or other ownership interests held in treasury, and the number of issued and outstanding shares of each class of capital stock, voting securities or other ownership interests and the names of, and number of securities held by, the record owners thereof, and such ownership is free and clear of all Liens. At the Closing, each Acquiring Company's ownership of each other Acquiring Company as contemplated herein shall constitute ownership of all outstanding securities of the Acquiring Company so owned and such ownership shall be free and clear of all Liens. No shares of capital stock, voting securities or other ownership interests of any Acquiring Company or any Acquired Company are reserved for issuance for any purpose. As to each Acquiring Company and Acquired Company, there are no bonds, debentures, notes or other indebtedness issued or outstanding having the right to vote ("Voting Debt") on any matters on which holders of capital stock, voting securities or other ownership interests thereof may vote. All of the issued and outstanding shares of capital stock, voting securities or other ownership interests of each Acquiring Company and Acquired Company are duly authorized, validly 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 any Acquiring Company or Acquired Company is a party or by which it is bound obligating it to issue, deliver or sell, or cause to be delivered or sold, additional shares of capital stock, voting securities or other ownership interests or any Voting Debt of such Acquiring Company or Acquired Company, or obligating such Acquiring Company or Acquired Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding contractual obligations of any Acquiring Company or Acquired Company to repurchase, redeem or otherwise acquire any shares of capital stock of any Acquiring Company or Acquired Company. No Acquired Company has any Subsidiaries other than another Acquired Company. Schedule 7.6 sets forth a general description of the...
CAPITAL STOCK; TITLE TO SHARES. (a) The authorized issued and outstanding capital stock of the Company consists of 1,000,000 shares of AG Common Stock, of which 42,000 shares of AG Common Stock are issued and outstanding. All of the issued and outstanding shares of the AG Common Stock are owned beneficially and of record by the Sellers. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding options, warrants, rights (including preemptive rights), calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of capital stock of the Company, other than as contemplated by this Agreement. (b) The Sellers now have, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the AG Shares, free and clear of any and all Liens. Upon Purchaser's purchase and payment for the AG Shares in accordance with the terms of this Agreement, the Purchaser will obtain good and marketable title to all of the AG Shares free and clear of any and all Liens.
CAPITAL STOCK; TITLE TO SHARES. (a) The authorized capital stock of the Company consists of 1,000 shares of Company Common Stock, of which 1,000 shares are issued and outstanding. All of the issued and outstanding shares of the Company Common Stock are owned beneficially and of record by the Sellers as set forth on Schedule 2.3(a). The authorized capital stock of each of the Subsidiaries is set forth on Schedule 2.3(a). All of the issued and outstanding shares of capital stock of each of the Subsidiaries are owned beneficially and of record as set forth on Schedule 2.3(a). All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed on Schedule 2.3(a), there are no outstanding options, warrants, rights (including preemptive rights), calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of capital stock of the Company or any of the Subsidiaries. (b) The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. The Company has not violated any applicable securities laws or regulations in connection with the offer or sale of its securities other than violations that have been, or before the closing will have been, corrected by post-issuance filings.
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