Capitalization; Title to Shares Sample Clauses
Capitalization; Title to Shares. (a) The authorized capital stock of MONY consists of 2,500,000 shares of common stock, par value $1.00 per share, 2,500,000 of which are issued and outstanding and constitute the Shares. The Shares are the only shares of MONY that are issued and outstanding. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of, or in violation of any preemptive or subscription rights enforceable under, Applicable Law. Seller directly owns the Shares beneficially and of record and free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement, Purchaser shall be vested with good and marketable title in and to all of the Shares, free and clear of all Liens.
(b) Except as set forth in Section 3.3(b) of the Seller Disclosure Letter, there are no outstanding (i) shares of capital stock of or other voting or equity interests in MONY, (ii) securities of MONY convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in MONY, (iii) options or other rights or agreements, commitments or understandings of any kind to acquire from MONY, or other obligation of Parent, Seller, MONY or any of their Affiliates to issue, transfer or sell, any shares of capital stock of or other voting or equity interests in MONY or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in MONY, (iv) voting trusts, proxies or other similar agreements or understandings to which Seller, MONY or any of their Affiliates is a party or by which Parent, Seller, MONY or any of their Affiliates is bound with respect to the voting of any shares of capital stock of or other voting or equity interests in MONY or (v) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or equity interests in MONY (the items in clauses (i), (ii) and (iii) being referred to collectively as the “MONY Securities”). There are no outstanding obligations of MONY to repurchase, redeem or otherwise acquire any MONY Securities.
Capitalization; Title to Shares. The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.
Capitalization; Title to Shares. 3.4.1 Section 3.4.1 of the Disclosure Schedule sets forth the total authorized capital stock of the Buyer and the number of shares of such capital stock, divided by class, that are issued and outstanding.
3.4.2 Section 3.4.2 of the Disclosure Schedule sets forth all (i) outstanding subscriptions, warrants, options or other agreements or rights of any kind to purchase or otherwise receive or be issued any shares of capital stock or other securities or equity interests of the Buyer; (ii) calls, subscriptions, phantom equity rights, purchase rights, subscription rights, preemptive rights, rights of first refusal, registration rights, conversion rights, anti-dilution rights, exchange rights or other rights, Contracts or commitments obligating the Buyer to issue, transfer, sell or otherwise cause to become outstanding any shares of capital stock or other securities or equity interests of the Buyer; or (iii) obligations of any kind convertible or exchangeable into or exercisable for any shares of capital stock or any other security of the Buyer.
3.4.3 There are no outstanding or authorized stock appreciation, phantom stock, stock plans or similar rights with respect to the Buyer.
3.4.4 At the Closing, the Company Seller will own legally, beneficially and of record all of the Buyer Stock constituting the Projected Company Consideration, free and clear of any Liens.
3.4.5 At the Closing, the Marpai Sellers will own legally, beneficially and of record all of Buyer Stock constituting the Marpai Consideration, free and clear of any Liens.
3.4.6 The Buyer Stock, when issued to Sellers at or after Closing, will be issued free and clear of all Liens, and all such shares will be duly authorized, validly issued, fully paid and nonassessable and, subject to the validity of the representations made by Company Seller in Section 4.29 and the Marpai Sellers in Section 5.13, will be issued in compliance with applicable securities law and such shares are not subject to, or issued in violation of, any preemptive or similar rights, call right, rights of first refusal or similar rights. Buyer has not granted Registration Rights to any Person.
Capitalization; Title to Shares. The Shares consist of the 1,200 ordinary shares of capital stock each with value of one (1) Euro and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owner. There are not outstanding (i) any options, warrants or other rights to purchase from the Seller any equity interests of the Vessel Owner, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owner or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owner.
Capitalization; Title to Shares. Crosstex’s authorized Capital Stock consists of five hundred thousand (500,000) shares of common stock, par value $.01 per share (“Crosstex Stock”), of which 120,592 shares are issued and outstanding as of the date hereof. No other class of Capital Stock of Crosstex is authorized or outstanding. All of the issued and outstanding shares of Crosstex Stock are (i) owned by Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Xxxxxxx, Xx., Xxxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx-Xxxxxx (collectively, the “Shareholders”) and (ii) duly authorized and are legally and validly issued, fully paid and nonassessable. Seller is the beneficial and record owner of 29,377 shares of Crosstex Stock, all of which constitutes the Shares hereunder. Seller and each of the other Shareholders owns good and valid title to his or her shares of Crosstex Stock free and clear of all Liens whatsoever, with full power and authority to transfer and convey the same. Seller will convey to Purchaser at the Closing, good, valid and marketable title to the Shares free and clear of all Liens whatsoever, other than restrictions on transfer under federal or state securities laws.
Capitalization; Title to Shares. The authorized capital stock of the Company consists of 200,000 shares of common stock, 200,000 shares of which are issued and outstanding and comprise the Shares. Seller owns beneficially and of record, free and clear of any claim, charge, preferential arrangement, lien or other encumbrance, all of the Shares. Upon payment for the Shares as herein provided, Buyer will acquire good and marketable title thereto, free and clear of any claim, option, call, subscription, warrant, charge, preferential arrangement, lien or other encumbrance.
Capitalization; Title to Shares. (a) The authorized capital stock of the Company consists of (i) 45,000,000 shares of Common Stock, par value $0.001 per share (“Company Common Stock”), of which 15,328 shares are issued and outstanding as of the date hereof and (ii) 32,865,243 shares of Preferred Stock, par value $0.001 per share and designated as Series 1 Preferred Stock (“Preferred Stock”), of which 32,865,243 shares are issued and outstanding on the date hereof. All of the issued and outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with applicable Legal Requirements.
(b) The Seller has full legal and beneficial title to all of the outstanding shares of Preferred Stock and all of the Company Common Stock registered in its name in the Company’s records, free and clear of any third party rights, and is entitled to sell and transfer the full legal and beneficial ownership of such shares under the terms of this Agreement. None of the shares owned by the Seller are subject to any pledge or other Encumbrance or to any pre-emptive rights, or similar claim as of the date hereof and will not be subject to any pledge or other Encumbrance at the time of the Closing.
(c) Except as set forth on Schedule 3.3(c), there are no options, warrants, calls, convertible securities, exchangeable securities, subscription rights, preemptive rights, demands, plans, puts, commitments, Contracts, Benefits Plan or other rights to which the Company is a party or by which it is bound obligating the Company to issue any additional shares of its capital stock or any security exchangeable for or convertible into any shares of its capital stock, and there are no outstanding or authorized stock appreciation, phantom stock or other similar rights with respect to the Company. Except as set forth on Schedule 3.3(c), neither Seller nor the Company is a party to, and there are no shareholder agreements, voting trusts, proxies, or other similar Contracts or rights relating to voting, ownership or transfer rights of any capital stock of the Company.
(d) No depository receipts are issued in relation to any of the Preferred Shares or Common Shares. No legend or other reference to any purported Encumbrance appears upon any certificate representing any Preferred Shares or Common Shares.
(e) The Company has no Subsidiaries and does not own, or have any Contract to acquire, any equity securities or other secu...
Capitalization; Title to Shares. All of the outstanding shares of the Company are validly issued, fully paid and non-assessable and owned by each of the persons as set forth on Schedule 2(c) hereto. Except as set forth in Schedule 2(c) hereto, 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. The rights, preferences, privileges and restrictions of the Shares are as stated in the Terms. When issued in compliance with the provisions of this Agreement and the Articles, the Shares will be validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon Groupon; provided, however, that the Shares may be subject to restrictions on transfer under the Articles, the Agreement, applicable securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The issuance of the Shares to the Purchasers hereunder are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.
Capitalization; Title to Shares. (a) The Company’s authorized capital stock consists solely of 2,000,000,000 shares of Company Common Stock and 20,000,000 shares of preferred stock. The Shares represent at least ninety percent (90%) of the issued and outstanding shares of Company Common Stock. As of the date hereof (i) 1,167,621,940 shares of Company Common Stock are issued and outstanding, and (ii) 832,378,060 shares of Company Common Stock are held by the Company as non-voting treasury shares. No preferred stock is issued and outstanding. All outstanding shares of Common Stock are and will on the Closing Date be validly issued, fully paid and non-assessable.
(b) To the best knowledge of Sellers’ Representative, (i) Schedule 3.2(b) is a true and complete list as of the date hereof, and as of the Closing Date, of all issued and outstanding Warrants, the number of shares of Company Common Stock subject to each such Warrant, and the name of each Warrant holder; and (ii) except as set forth on Schedule 3.2(b), there are no outstanding Warrants.
(c) To the best knowledge of Sellers’ Representative: (i) the Company has not issued any securities in violation of any preemptive or similar rights; (ii) except for 109,902,680 shares of Company Common Stock reserved for issuance upon exercise of Warrants, there are no shares of capital stock or other securities of the Company reserved for issuance for any purpose; and (iii) the Company is not a party to any voting agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of any shares of the capital stock or other securities of the Company, or any agreement with respect to the transferability, purchase or redemption of any shares of capital stock or other securities of the Company.
Capitalization; Title to Shares. (a) The authorized and outstanding shares of each class of capital stock of WinZip Holdings are as set forth on Part 3.04(a) of the Disclosure Schedule. As of the Closing Date, the Seller will own all of the shares of stock set forth opposite the Seller's name in Column C on Annex B, free and clear of all Liens (including any restriction on the right to vote, sell or otherwise dispose of such shares). As of the Closing Date, the Seller will have the unrestricted right to transfer the WinZip Shares to the Purchaser and, upon transfer of the WinZip Shares to the Purchaser hereunder, the Purchaser shall acquire good, valid and marketable title to the WinZip Shares, free and clear of all Liens. The WinZip Shares constitute all of the outstanding shares of capital stock of all classes of WinZip Holdings. All of the WinZip Shares have been duly and validly authorized and issued, are fully paid and non-assessable. WinZip Holdings, either directly or indirectly, owns all of the issued and outstanding shares of capital stock (or other equity interests, as applicable) of each other WinZip Entity, including, without limitation, the Company.
(b) Other than the WinZip Options, there are no outstanding subscriptions, warrants, options, calls, commitments or other rights or agreements to which any WinZip Entity is subject to or bound relating to the issuance, sale, transfer or redemption of shares of stock or other securities of any WinZip Entity.