Capitalization; Ownership of Equity Sample Clauses

Capitalization; Ownership of Equity. Other than the Warrant issued to Holder and rights to acquire Common Units which are disclosed, there are no outstanding equity securities of the Company that are convertible into or exchangeable for equity interests of the Company.
Sample 1
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Capitalization; Ownership of Equity. (a) The entire authorized capital stock of the Company consists as of the date hereof of (i) 15,223 common, issued and outstanding Class I shares of stock, with par value MxP$1.00 (One Peso 00/100 Mexican currency) per share, representing the minimum fixed capital stock of the Company and (ii) 6,084,777 common, issued and outstanding Class II shares of stock, with par value of MxP$1.00 (One Peso 00/100 Mexican currency) per share, representing the variable portion of the capital stock of the Company. There are no other shares of capital stock of the Company issued or outstanding. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares. Other than pursuant to this Agreement, there are no Contracts providing for the issuance, sale or transfer of the Shares. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its equity securities. Other than as set forth on Section 3.3(a) of Seller's Disclosure Schedule, there -------------- are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. Other than the JVA and the Company's Bylaws, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Company, excluding any such voting trust, proxy or other agreement or understanding entered into by Buyer with a party other than Vitro or Seller. None of the outstanding shares of capital stock was issued in violation of any Law. Except as set forth in Section 3.3(a) of Seller's Disclosure -------------- Schedule, the Company does not own, or have any Contract to acquire, any option, warrant, subscription, equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business. (b) Seller is the record holder and has good, valid and marketable legal and beneficial title to the Shares, free and clear from any and all Encumbrances, other than those set forth in the JVA and the Bylaws. The Shares represent an aggregate interest of 51% (fifty-one percent) of the issued and outstanding capital stock of the Company and 100% (one hundred percent) of Seller's ownership interest in the Company. All of the Shares have been du...
Sample 1
Capitalization; Ownership of Equity. AG Parent owns, directly or indirectly, one hundred percent (100%) of the capital of AG Telecom. The capital of AG Parent is owned beneficially and legally as set forth in EXHIBIT N-1 to this Agreement. The capital of AG Telecom is owned beneficially and legally as set forth in EXHIBIT N-2 to this Agreement.
Sample 1
Capitalization; Ownership of Equity. The capital of Socma is owned beneficially and legally as set forth in EXHIBIT O to this Agreement.
Sample 1

Related to Capitalization; Ownership of Equity

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Capitalization of Company On the Effective Date, Company will have no Capital Stock outstanding other than the Common Stock and rights outstanding under the Shareholder Rights Plan. All outstanding shares of capital stock of Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

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