Capitalization of BEST Sample Clauses

Capitalization of BEST. BEST has authority to issue One Hundred Million (100,000,000) shares of Common Stock, $0.001 par value of which Nine Million Five Hundred Eighty Eight Thousand (9,588,000) shares are issued and outstanding. All outstanding shares of BEST’s capital stock (including the shares of Common Stock of BEST which constitute the Ownership Interest) have been duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provisions of the Laws of BEST’s jurisdiction of incorporation, BEST’s articles of incorporation or bylaws or any contract to which BEST is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of BEST having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of BEST common stock may vote. There are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which BEST is a party or by which it is bound, (x) obligating BEST to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, BEST, (y) obligating BEST to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic rights inuring to holders of capital stock of BEST. There are no outstanding contracts or obligations of BEST to repurchase, redeem or otherwise acquire any shares of the capital stock of BEST. Except as set forth above, no shares of capital stock or other equity securities of BEST are issued, reserved for issuance or outstanding. All of the shares of common stock issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable, not subject to preemptive rights, free and clear of all liens and restrictions, other than restrictions on transfer imposed by this Agreement and the Securities Act, and issued in compliance...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Capitalization of BEST

  • Capitalization of the Company The authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, par value $.001 per share, of which 71,238,700 shares are out­stand­ing on execution of this Agreement, and no shares of preferred stock. All outstanding shares are duly auth­orized, validly issued, fully paid and non-assessable.

  • Capitalization The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; except (i) as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, (ii) for 53,830 partnership units of SHC Santa Xxxxxx Beach Hotel, L.L.C. that may be redeemed for 53,830 membership interests in the Operating Company (which membership interests in the Operating Company may be redeemed for 53,830 shares of common stock, par value $0.01 per share, of the Company) and (iii) for securities of the Company issued pursuant to the Company Plans disclosed in the Registration Statement, the Pricing Disclosure Package or Prospectus, there are no outstanding rights (including, without limitation, pre-emptive 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 of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options, other than the limited liability company units of the Operating Company, which, upon their redemption by the holders thereof, the redemption price therefore, in the Company’s discretion, may be paid in cash or in shares of Common Stock; the capital stock of the Company conforms in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus; all of the issued shares of capital stock of each Corporate Significant Subsidiary and all of the membership interests in each LLC Significant Subsidiary have been duly and validly authorized and issued, are fully paid and are non-assessable and (except for interests in SHCI Santa Xxxxxx Beach Hotel, L.L.C.) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims except as described in the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Capitalization and Ownership (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.

Time is Money Join Law Insider Premium to draft better contracts faster.