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 Purchaser Common Shares, an unlimited number of Purchaser Preferred Shares and 10,000,000 Purchaser Series 1 Preferred Shares. Schedule 6.5 of the Purchaser Disclosure Letter sets forth the number Purchaser Common Shares, Purchaser Preferred Shares and Purchaser Series 1 Preferred Shares of the Purchaser that are issued and outstanding as at the date of this Agreement. 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) as set forth in Schedule 6.5 of the Purchaser Disclosure Letter; and (y) 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.
(b) There are no investor rights agreements, shareholders’ agreements, pooling agreements, voting trusts or other similar Contracts with respect to the ownership or voting of any of the shares in the capital of the Purchaser, other than as set forth in Schedule 6.5 of the Purchaser Disclosure Letter.
(c) The Purchaser does not have any subsidiaries or own or have any interest in, directly or indirectly, any shares or other ownership interest in any other Person, and the Purchaser is not a party to any Contract of any nature to acquire any such shares or other ownership interest or to acquire or lease any other business operations.
Capitalization; Share Ownership. (a) The authorized capital stock of each of the Empire Companies and the number of shares of such stock issued and outstanding are as set forth in Schedule 5.5 of the Empire Disclosure Schedule. All of the issued and outstanding shares of capital stock of each of the Empire Companies are duly and validly issued and outstanding and are fully paid and nonassessable. None of such outstanding shares of capital stock has been issued in violation of, or is subject to, any preemptive or subscription rights. There are no outstanding warrants, options, agreements, convertible or exchangeable securities or other Contracts pursuant to which either of the Empire Companies may become obligated to issue, sell, purchase, retire or redeem any shares of its capital stock or other securities.
(b) Each Seller is the lawful owner of that portion of the shares of the Empire Companies that Schedule 5.5(a) of the Empire Disclosure Schedule indicates is owned by such Seller, and such shares are owned free and clear of all Liens, options and rights of first refusal.
(c) Immediately prior to the Effective Time, Empire-US will be the lawful owner of all of the issued and outstanding capital stock of Empire-Pacific, and such capital stock will be owned free and clear of all Liens, options and rights of first refusal.
Capitalization; Share Ownership. The authorized capital stock of ITI and the number of shares of such stock issued and outstanding as of the date hereof are as set forth in Schedule 6.5 of the ITI Disclosure Schedule. All of the issued and outstanding shares of capital stock of ITI are duly and validly issued and outstanding and are fully paid and nonassessable. None of such outstanding shares of capital stock has been issued in violation of, or is subject to, any preemptive or subscription rights. Except as set forth in Schedule 6.5 of the ITI Disclosure Schedule, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other Contracts pursuant to which ITI may become obligated to issue, sell, purchase, retire or redeem any shares of its capital stock or other securities.
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. Except for this Agreement (including but not limited to Section 6.14), the GPA Stock Exchange Agreement and as set forth in Section 4.3 of the Seller Disclosure Schedule, (i) there is no existing subscription, option, warrant, call, right, commitment or other agreement (whether pre-emptive or contractual) to which such Seller is a party requiring, directly or indirectly, the issuance of any additional shares of common stock of GSHS or other securities convertible into or exercisable or exchangeable for shares of common stock of GSHS or any other equity security of GSHS, and (ii) there are no outstanding contractual obligations of such Seller to repurchase, redeem or otherwise acquire any outstanding capital stock of GSHS. The GSHS Shares and the New GSHS Shares to be sold pursuant to this Agreement will be delivered free and clear of all liens, charges and encumbrances of any kind or nature and will not be in violation of any pre-emptive rights. Except pursuant to the Old Shareholders' Agreement, such Seller does not have registration rights in respect of the GSHS Shares or the New GSHS Shares or securities convertible into or exercisable or exchangeable for GSHS Shares or the New GSHS Shares. Such Seller is the sole beneficial owner of the shares of GSHS listed beside such Seller's name in Section 4.3 of the Seller Disclosure Schedule and, upon consummation of the transactions provided by Section 6.14, will be the sole beneficial owner of the New GSHS Shares listed beside such Seller's name in Section 6.14. The Old Shareholders' Agreement is the only stockholder agreement, voting agreement, voting trust, proxy or other agreement to which such Seller is a party with respect to the voting or transfer of GSHS Shares.
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. 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 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.
