Capitalization of Subsidiary. All of the outstanding membership or equity interests of the Subsidiary have been duly authorized and issued and are fully paid and nonassessable, and all outstanding membership or equity interests of the Subsidiary are owned by the Company free and clear of any security interests, claims, liens or encumbrances.
Capitalization of Subsidiary. The Subsidiary will be capitalized with the authorized capitalization of 50,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock, of which 2,046,667 shares of Common Stock will be outstanding after consummation of the Spin-Off Closing.
Capitalization of Subsidiary. The authorized capital stock of ---------------------------- Subsidiary consists of (i) 1,000 Subsidiary Shares of which, as of January 12, 1996, 1,000 Subsidiary Shares were issued and outstanding. Parent has, and at the Closing hereunder Parent will have, good and valid title to all of the outstanding Subsidiary Shares, free and clear of any Liens. All outstanding Subsidiary Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth above, there are no Subsidiary Securities outstanding. There are no outstanding obligations of Subsidiary to sell or to repurchase, redeem or otherwise acquire any Subsidiary Securities. Subsidiary has no subsidiaries.
Capitalization of Subsidiary. The authorized capital of Subsidiary is 200 common shares, par value $0.01 per share, all of which are issued, outstanding and held by Torvec.
Capitalization of Subsidiary. Except for the Subsidiary, the Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, limited liability company, association or other business entity. Except as set forth on Schedule 2.4, the Company owns beneficially and of record all of the issued and outstanding equity interests of the Subsidiary.
Capitalization of Subsidiary. The Subsidiary will be capitalized with the authorized capitalization of 10,000,000 shares of Common Stock.
Capitalization of Subsidiary. The outstanding shares of capital stock of (or other equity interests in) each of the Company’s Subsidiary have been duly authorized and validly issued and (if applicable) are fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights and have been issued in compliance, in all material respects, with all applicable securities Laws. Set forth on Schedule 4.7 is a true, correct and complete list of the Company’s Subsidiary, its outstanding equity interests, the owners of all of its outstanding equity interests and the number, class and series of equity interests owned by each such Person. Except as set forth on Schedule 4.7, the Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other equity interests in) such Subsidiaries free and clear of any Liens other than (a) as may be set forth in the certificate of formation, limited liability company agreement, limited partnership agreement, certificate of incorporation or bylaws, or similar organizational documents of such Subsidiary, (b) for any restrictions on sales of securities under applicable securities Laws and (c) Permitted Liens. Except as set forth on Schedule 4.7, there are no outstanding options, warrants, rights or other securities convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity interests in) such Subsidiaries, any equity equivalents or similar rights the value of which is determined in whole or in part by reference to the value of any Subsidiary’s capital stock, any other commitments or agreements providing for the issuance of additional shares (or other equity interests), the sale of treasury shares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests), or any agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests). Except for the equity interests of the Subsidiaries set forth on Schedule 4.2, neither the Company nor any of its Subsidiaries owns any equity interest in any other Person.
Capitalization of Subsidiary. All the outstanding shares of capital stock of the Company's subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiary are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.
Capitalization of Subsidiary. 5 3.5 Enforceability. . . . . . . . . . . . . . . . . . . . . . . . .5 3.6 No Conflict with Other Instruments or Proceedings . . . . . . .5 3.7 Compliance with Laws and Other Regulations. . . . . . . . . . .6 3.8
Capitalization of Subsidiary. The authorized equity securities of Subsidiary consists of 500 shares of common stock, par value $10 per share, of which two shares are issued and outstanding and owned by CTS, and 1,000 shares of preferred stock, par value $10 per share, of which no shares are issued and outstanding and owned by CTS. Except as disclosed in Section 3.4 of the Disclosure Schedule, CTS is and will be immediately prior to and after the Effective Time, the owner of all outstanding shares of common stock of Subsidiary, free and clear of all encumbrances and adverse claims. There are no agreements relating to the issuance, sale, or transfer of any equity securities or other securities of Subsidiary.
