Capitalization; Share Ownership. The authorized capital stock of GSHS consists of 12,000 shares of $0.01 par value common stock, of which 12,000 shares are issued and outstanding. Upon completion of the amendment to the Certificate of Incorporation of GSHS and the issuance and sale of the New GSHS Shares, as provided by Section 6.14, the authorized capital stock of GSHS will consist of 15,000 shares of $0.01 common stock, of which 12,516.82 shares will be issued and outstanding. All outstanding shares of the capital stock of GSHS are, and upon the sale and issuance pursuant to Section 6.14 and the GPA Stock Exchange Agreement, respectively, the New GSHS Shares and the shares of common stock of GSHS to be issued pursuant to the GPA Stock Exchange Agreement will be, duly authorized, validly issued and fully paid, nonassessable and in no case issued in violation of any pre-emptive rights granted by GSHS. GSHS has no shares of its capital stock in its treasury. Except for this Agreement, the transactions contemplated by the GPA Stock Exchange Agreement and Section 6.14, and as set forth in Section 3.3 of the GSHS Disclosure Schedule, (i) there is no existing subscription, option, warrant, call, right, commitment or other agreement (whether pre-emptive or contractual) to which GSHS is a party requiring, and there are no convertible securities of GSHS outstanding which upon conversion would require, directly or indirectly, the issuance of any additional common stock of GSHS or other securities convertible into or exercisable or exchangeable for common stock of GSHS or any other equity security of GSHS, and (ii) there are no outstanding contractual obligations of GSHS to repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS. There are no bonds, debentures, notes or other indebtedness issued and outstanding having the right to vote on any matters on which GSHS's stockholders may vote. There are no obligations, contingent or otherwise, of GSHS or any Subsidiary to (x) repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS or the capital stock of, or other equity interests in, any Subsidiary or (y) except for guarantees of obligations of, or loans and advances to, GSHS or any Subsidiary, provide funds to, or make investments in, or provide any guarantee with respect to the obligations of any other person. The GSHS Shares sold pursuant to this Agreement have been duly authorized and validly issued, fully paid and nonassessable, will be delivered free an...
Capitalization; Share Ownership. (a) The authorized capital of the Corporation consists of an unlimited number of common shares. The Purchased Shares collectively represent, as at the Closing Date, all the issued and outstanding shares in the capital of the Corporation, and have been duly and validly issued in compliance with (i) all applicable Laws, including Applicable Securities Laws,
Capitalization; Share Ownership. (a) The authorized capital of the Purchaser consists of an unlimited number of common shares. Schedule 6.5 sets forth the number common shares of the Purchaser that are issued and outstanding as at the date of this Agreement, which such shares are registered and beneficially owned by the persons set forth in Schedule 6.5 of the Purchaser Disclosure Letter. All such shares have been duly and validly issued in compliance with (i) all applicable Laws, including Applicable Securities Laws, (ii) the articles, by-laws and other constating of the Purchaser, and (iii) any Contract to which the Purchaser is a party or by which it is bound, and are outstanding as fully paid and non-assessable shares in the capital of the Purchaser. No options, warrants or other rights to purchase shares or other securities of the Purchaser and no securities or obligations convertible into or exchangeable for shares or other securities of the Purchaser have been authorized or agreed to be issued or are outstanding as at the date of this Agreement, other than as set forth in Schedule 6.5 of the Purchaser Disclosure Letter, and other than: (x) in connection with the Financing; (y) as set forth in Schedule 6.5 of the Purchaser Disclosure Letter; and (z) the Vendor’s rights under this Agreement, no Person has any written or oral agreement, option or warrant, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the purchase, subscription, allotment or issuance of the unissued shares or other securities or the Assets of the Purchaser.
Capitalization; Share Ownership. (a) The total authorized capital stock of the Company consists of 1,000,000 shares of common stock, of which 500,000 shares are issued and outstanding. All of the shares of the Company Common Stock have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of the terms of any agreement or other understanding binding upon the Company and were issued in compliance with all applicable Charter Documents of the Company and all applicable federal, state and foreign laws, rules and regulations.
Capitalization; Share Ownership. (a) The authorized capital stock of the Company consists solely of 56,000 Shares, of which 50,000 Shares are validly issued and outstanding, duly authorized, fully paid and non-assessable, except as otherwise provided in Section 180.0622(2)(b) of the Wisconsin Statutes and the cases decided thereunder, and no Shares are held in the Company's treasury. All of the Shares are held by the Sellers as set forth on Schedule 3.2 hereto. Except as listed on Schedule 3.2 hereto, there are no outstanding (i) securities convertible into or exchangeable for capital stock of the Company, (ii) options, warrants, calls or other rights to purchase or subscribe for capital stock of the Company or rights to acquire any such rights or (iii) contracts, commitments, agreements, understandings, arrangements or restrictions to which the Company or any Seller is a party or by which it or he or she is bound relating to any shares of capital stock or other securities of the Company (including the Shares), other than this Agreement. Immediately prior to the Closing, the Sellers will lawfully own their Shares, of record and beneficially, free and clear of all liabilities, obligations, claims, liens, pledges, contractual rights, security interests, options, charges, encumbrances and restrictions of any kind whatsoever (except this Agreement) and shall transfer good, valid, marketable and indefeasible title in and to such Shares to the Buyer. The stock transfer records of the Company, copies of which have been provided to the Buyer for examination, fully and accurately reflect all issuances, cancellations, transfers, splits and other transactions involving or affecting the capital stock of the Company. The Option Rights are the only phantom or similar rights to acquire options or equity in the Company and/or Subsidiary. The cash payment made at Closing pursuant to Section 1.2(a) hereof and the performance of the terms of the Option Payout Agreements satisfy all obligations of the Company and/or Subsidiary with respect to the plan referred to in Section 1.2(a), the Option Rights and any other phantom or similar rights.
Capitalization; Share Ownership. 12 3.4 SUBSIDIARIES....................................................................................13 3.5 NO CONFLICTING AGREEMENTS OR CHARTER PROVISIONS.................................................13 3.6 CONSENTS, APPROVALS, LICENSES, ETC..............................................................13 3.7 LITIGATION......................................................................................14 3.8
Capitalization; Share Ownership. The authorized and outstanding capital shares, options and warrants of the Company are listed in Section 3.2 of the Majority Shareholders Disclosure Schedule. Other than as set forth in Section 3.2 of the Majority Shareholders Disclosure Schedule, the Company has not issued or agreed to issue and is not obligated to issue any warrants, options or other rights to purchase or acquire any shares of its capital stock, or any securities convertible into or exercisable or exchangeable for such shares or any warrants, options or other rights to acquire any such convertible securities. All of the outstanding shares of capital stock of the Company are duly and validly authorized and issued, fully paid and nonassessable and, except as set forth herein and except for the Shareholders Agreement dated November 3, 1999 among the Sellers which the Sellers agree shall terminate upon the Closing, not subject to any preemptive rights to purchase or otherwise acquire shares of capital stock of the Company, are free of restrictions on transfer.
Capitalization; Share Ownership. The authorized capital stock of the Company consists solely of 1,000,000 shares of Common Stock, with par value of zero, of which 600,000 shares are currently issued and outstanding, all of which shares are owned of record and beneficially by Mxxxxx Xxxx (200,000 shares), Cxxxx Xxxx (200,000 shares) and Txxxxx Xxxxxxx (200,000 shares), which shares constitute all of the issued and outstanding capital stock of the Company. All of such shares are validly issued, fully paid and nonassessable, and such shares have been so issued in material compliance with all federal and applicable state securities laws. Except as set forth on Schedule 3.2, there are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating the Company to issue or to transfer from treasury any additional shares of its capital stock of any class. Except as set forth on Schedule 3.2, there are no outstanding stock appreciation rights or any similar rights entitling any person to any payment based on the value of the Company or its capital stock. Except as set forth on Schedule 3.2, no other entity or person has any right, title or interest, beneficially or of record, in or to any securities of the Company.
Capitalization; Share Ownership. The authorized capital stock of the Company consists solely of 1,000,000 shares of Common Stock, with par value, of which 1,000 shares are currently issued and outstanding, all of which shares are owned of record and beneficially by Xxxxxx Xxxxx, which shares constitute all of the issued and outstanding capital stock of the Company. All of such shares are validly issued, fully paid and nonassessable, and such shares have been so issued in material compliance with all federal and applicable state securities laws. Except as set forth on Schedule 3.2, there are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating the Company to issue or to transfer from treasury any additional shares of its capital stock of any class. Except as set forth on Schedule 3.2, there are no outstanding stock appreciation rights or any similar rights entitling any person to any payment based on the value of the Company or its capital stock. Except as set forth on Schedule 3.2, no other entity or person has any right, title or interest, beneficially or of record, in or to any securities of the Company.
Capitalization; Share Ownership. (a) The total authorized capital stock of the Company consists of (i) 500,000 shares of common stock, no par value (all such authorized common stock having been previously defined as Company Common Stock), of which 300,000 of such shares are issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of the terms of any agreement or other understanding binding upon the Company and were issued in compliance with all applicable charter documents of the Company and all applicable federal, state and foreign securities laws, rules and regulations. Except as set forth on Schedule 2.2(a) hereto, there are no outstanding subscriptions, options, warrants, convertible securities, calls, commitments, agreements or rights (contingent or otherwise) of any character to purchase or otherwise acquire from the Company any shares of, or any securities convertible into, the capital stock of the Company. There are, and have been, no preemptive rights with respect to any capital stock of the Company.
