Common use of Capitalization and the Interests Clause in Contracts

Capitalization and the Interests. The authorized capital of the Orthodontic Entity consists of the Interests. All of the Interests have been validly issued and are fully paid and non-assessable. There are no options, warrants, rights or other agreements or commitments obligating the Orthodontic Entity or Xx. Xxxxxxx to issue or sell the Interests and there are no pre-emptive rights with respect to any Interests. Xx. Xxxxxxx is the beneficial and record owner of the Interests. Xx. Xxxxxxx has good title to the Interests, free and clear of any liens, encumbrances or restrictions of any kind. The Interests are not subject to any voting or similar agreement.

Appears in 3 contracts

Samples: Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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Capitalization and the Interests. The authorized capital of the Orthodontic Entity consists of the Interests. All of the Interests have been validly issued and are fully paid and non-assessable. There are no options, warrants, rights or other agreements or commitments obligating the Orthodontic Entity or Xx. Xxxxxxx Xxxxxxxxxx to issue or sell the Interests and there are no pre-emptive rights with respect to any Interests. Xx. Xxxxxxx Xxxxxxxxxx is the beneficial and record owner of the Interests. Xx. Xxxxxxx Xxxxxxxxxx has good title to the Interests, free and clear of any liens, encumbrances or restrictions of any kind. The Interests are not subject to any voting or similar agreement.

Appears in 2 contracts

Samples: Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

Capitalization and the Interests. The authorized capital of the Orthodontic Entity consists of the Interests. All of the Interests have been validly issued and are fully paid and non-assessable. There are no options, warrants, rights or other agreements or commitments obligating the Orthodontic Entity or Xx. Xxxxxxx Xxxxxx to issue or sell the Interests and there are no pre-emptive rights with respect to any Interests. Xx. Xxxxxxx Xxxxxx is the beneficial and record owner of the Interests. Xx. Xxxxxxx Xxxxxx has good title to the Interests, free and clear of any liens, encumbrances or restrictions of any kind. The Interests are not subject to any voting or similar agreement.

Appears in 1 contract

Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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Capitalization and the Interests. The authorized capital of the Orthodontic Entity consists of the Interests. All of the Interests have been validly issued and are fully paid and non-assessable. There are no options, warrants, rights or other agreements or commitments obligating the Orthodontic Entity or Xx. Xxxxxxx Xxxxxxxxxxx to issue or sell the Interests and there are no pre-emptive rights with respect to any Interests. Xx. Xxxxxxx Xxxxxxxxxxx is the beneficial and record owner of the Interests. Xx. Xxxxxxx Xxxxxxxxxxx has good title to the Interests, free and clear of any liens, encumbrances or restrictions of any kind. The Interests are not subject to any voting or similar agreement.

Appears in 1 contract

Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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