Capitalization of the Company; Validity of Shares Sample Clauses

Capitalization of the Company; Validity of Shares. (a) The authorized capital of the Company consists of twenty million shares of Common Stock with a par value of two cents ($0.02). All of the issued and outstanding shares of capital stock of the Company are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights. Except as disclosed in the Schedule 4.4 there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or other interest in, the Company.
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Capitalization of the Company; Validity of Shares. The authorized ------------------------------------------------- capital of Mattress Discounters consists solely of 3,000 shares of common stock, $.01 par value, of which, as of the date hereof, 1,000 shares are validly issued and outstanding, fully paid and nonassessable. The authorized capital of TJB consists solely of 5,000 shares of common stock, no par value, of which, as of the date hereof, 4,500 shares are validly issued and outstanding, fully paid and nonassessable. The authorized capital of Bedding Experts consists solely of 1,000 shares of common stock, no par value, of which, as of the date hereof, 1,000 shares are validly issued and outstanding, fully paid and nonassessable. The authorized capital of the subsidiary described on Schedule 2.1(r) consists solely of the shares set forth thereon and all the outstanding shares of such subsidiaries set forth thereon are validly issued and outstanding, fully paid and nonassessable and are owned beneficially and of record by Mattress Discounters. The authorized capital of Oldco consists solely of 5,000 shares of common stock, $1.00 par value, of which, as of the date hereof, 100 shares are validly issued and outstanding, fully paid and nonassessable. Seller owns the Shares and the Oldco Shares beneficially and of record. The Shares constitute all of the outstanding shares of capital stock of the Companies. The Oldco Shares constitute all of the outstanding shares of capital Stock of Oldco. Seller has good title to the Oldco Shares and the Shares, free and clear of encumbrances and upon the transfer of the Shares to Oldco pursuant to this Agreement Oldco will have good title to the Shares, free and clear of encumbrances. None of the Companies or Oldco have any commitment to issue or sell any shares of their capital stock or any securities or obligations convertible into or exchangeable for, or giving any person or entity any right to acquire from them, any shares of their capital stock and no such securities or obligations are issued or outstanding. The Shares and the Oldco Shares have been offered, issued and sold in compliance with all applicable laws. Seller has full voting power over the Shares and the Oldco Shares, subject to no proxy, shareholders' agreement, voting trust or other agreement relating to the voting of any of the Shares. Other than this Agreement, there is no agreement between Seller and any Person with respect to the disposition of the Shares or the Oldco Shares or otherwise relating...
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Capitalization of the Company; Validity of Shares. (a) The authorized capital stock of the Company and the total amount of such stock which is outstanding and the record and beneficial ownership thereof by the Shareholders are as set forth in Schedule 3.2 and there are no Liens, options, agreements, commitments or claims with respect to the record ownership or beneficial ownership of the capital stock of the Company which will give rise to claims against the Surviving Corporation. All of the outstanding Common Shares and Preferred Shares have been duly authorized, are validly issued, fully paid and nonassessable, were not issued in violation of any preemptive rights, and are owned beneficially and of record by the Shareholders, free and clear of any Liens (other than the Voting Trust Agreement and Liens that will terminate at or before Closing and which are listed on Schedule 3.2).
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Capitalization of the Company; Validity of Shares. The authorized capital of the Company consists of 10,000 shares of common stock, $.10 par value, and the Shares, all of which are owned by Seller free of Encumbrances, are the only Shares issued and outstanding. All of the Shares are validly issued and outstanding, fully paid and nonassessable. The Company has no commitment to issue or sell any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any Person any right to acquire from it, any shares of its capital stock or options or warrants for capital stock and no such securities or obligations are issued or outstanding. Upon delivery to Buyer of certificates duly endorsed by Seller evidencing the Shares pursuant to this Agreement, Buyer will have good title to the Shares, free of Encumbrances and will own one hundred percent of the equity of the Company.
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Related to Capitalization of the Company; Validity of Shares

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Validity of Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, and fully paid and nonassessable, free and clear of all liens and encumbrances (other than those created by the Subscriber).

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC In case of any consolidation of the Company with or merger of the Company into another entity or in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 8.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

  • Capitalization of Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chasx Xxxxxx Xxxreholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

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