Capitalization; Officers and Directors Sample Clauses

Capitalization; Officers and Directors. (a) For purposes of this Agreement, the issued and outstanding ownership interests of the Company and the rights represented by such issued and outstanding ownership interests are hereinafter collectively referred to as the “Membership Interests.” The Membership Interests owned by the Sellers and set forth below such Seller’s name on the signature pages hereto constitute all of the issued and outstanding equity or ownership interests of the Company. All of the Membership Interests were duly authorized for issuance and were validly issued. Other than its Subsidiaries, and except as set forth on Schedule 4.04(a) of the Sellers’ Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, limited liability company or partnership interest, joint venture interest or other equity interest (including any equity-linked security, phantom equity or similar interest) in any other Person.
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Capitalization; Officers and Directors. (a) The Shares owned by Seller constitute all of the issued and outstanding capital stock of the Company. All of the Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable. None of the Shares were issued in violation of the Securities Act or any other Laws.
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Capitalization; Officers and Directors. 4.3.1 The authorized capital stock of the Company consists of 5,000 shares of common stock, $10.00 par value per share (the “Common Stock”). As of the date hereof, there are 2,440 shares of Common Stock issued and outstanding and 2,560 outstanding shares of Common Stock that are held by the Company as treasury stock. All of the issued and outstanding shares of Common Stock were duly authorized for issuance and are validly issued, fully paid and non-assessable.
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Capitalization; Officers and Directors. (a) The authorized capital stock of USP consists of an aggregate of 250,000 shares of voting common stock, par value $0.10 per share and 500,000 shares of Non-Voting Common Stock, par value $0.10 per share. The USP Shares constitute all of the issued and outstanding capital stock of USP. The USP Shares were duly authorized for issuance and are validly issued in compliance with Applicable Law and are fully paid and non-assessable.
Sample 1
Capitalization; Officers and Directors. (i) The authorized capital stock of the Company consists of an aggregate of one million shares of common stock, no par value per share. The Shares constitute all of the issued and outstanding capital stock of the Company. The Shares were duly authorized for issuance and are validly issued in compliance with applicable Law and are fully paid and non-assessable. (ii) There is no existing option, warrant, call, right, commitment or other agreement of any character to which the Company is a party or which are binding on the Company and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock, ownership interests or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock, ownership interests or other equity securities of the Company. Other than this Agreement, none of the Shares are subject to any voting trust agreement or other Contract, commitment, agreement, pooling arrangement or arrangement restricting or relating to the voting or dividend rights or disposition of the Shares.
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Capitalization; Officers and Directors. (a) Schedule 4.04(a) of the Seller Disclosure Letter contains a statement of the authorized capital stock of the Company. The Shares constitute all of the issued and outstanding capital stock of the Company. The Shares are held of record and owned by the Seller. The Shares were duly and validly issued, are fully paid and non-assessable, were issued in compliance with all applicable Laws (including applicable federal and state securities Laws) and the Company’s organizational documents, and have not been issued in violation of, or subject to, any preemptive, subscription or similar rights of any Person. The Company is not a party to, or subject to, any voting trust or other voting agreement with respect to the voting or transfer of any capital stock of the Company, and does not have any contingent or other obligations to repurchase, redeem or otherwise acquire any such capital stock.
Sample 1
Capitalization; Officers and Directors. (a) The authorized capital stock of SCM consists of an aggregate of one hundred (100) shares of common stock, no par value per share. The SCM Shares constitute all of the issued and outstanding capital stock of SCM. The SCM Shares were duly authorized for issuance and are validly issued, fully paid and non-assessable.
Sample 1
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Related to Capitalization; Officers and Directors

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • Officers and Directors of the Surviving Corporation (a) From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

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