Company’s Capital Stock. The Company has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Optioned Shares, and at all times from the date hereof through the date of termination of this Agreement will keep reserved for issuance upon exercise of the Option that number of shares of Common Stock that the Purchaser is then entitled to purchase pursuant to the Option. The shares of Common Stock and/or Series B Preferred Stock to be issued upon due exercise, in whole or in part, of the Option shall, when issued, be validly issued, fully-paid and non-assessable, and shall be delivered free and clear of all claims, liens, encumbrances and security interests, including any preemptive right of any of the stockholders of the Company.
Company’s Capital Stock. The Company has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Optioned Shares, and at all times from the date hereof through the date of termination of this Agreement will keep reserved for issuance upon exercise of the Option that number of shares of Common Stock that Merger Sub is then entitled to purchase pursuant to the Option. The shares of Common Stock to be issued upon due exercise, in whole or in part, of the Option shall, when issued, be validly issued, fully paid and non-assessable, and shall be delivered free and clear of all claims, liens, encumbrances and security interests, including any preemptive right of any of the stockholders of the Company. Upon closing of the Option, the Optioned Shares will be deemed to be owned by Merger Sub for purposes of Section 302A.621 of the Minnesota Business Corporation Act.
Company’s Capital Stock. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to any and all shares of Common Stock and all of the shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) that may be issued in respect of, in exchange for, or in substitution of such Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations, and the like occurring after the date hereof.
Company’s Capital Stock. The Company has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Optioned Shares, and at all times from the date hereof through the date of termination of this Agreement will keep reserved for issuance upon exercise of the Option the number of Common Shares that the Purchaser is then entitled to purchase pursuant to the Option. The Common Shares to be issued upon due exercise, in whole or in part, of the Option shall, when issued, be validly issued, fully-paid and non-assessable, and shall be delivered free and clear of all claims, liens, encumbrances and security interests, including any preemptive right of any of the stockholders of the Company.
Company’s Capital Stock. The Company is not in default of or in violation of its Governing Documents.
Company’s Capital Stock. The Company has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Optioned Shares. The shares of Common Stock to be issued upon due exercise, in whole or in part, of the Option shall, when issued, be validly issued, fully-paid and non-assessable, and shall be delivered free and clear of all claims, liens, encumbrances and security interests, including any preemptive right of any of the shareholders of the Company. At the time of the Option Closing, the Optioned Shares will be deemed to be owned by Acquisition Co. for purposes of Section 302A.621 of the Minnesota Business Corporation Act.
Company’s Capital Stock. Subject to the rights of the Lenders under the Financing Agreements and except as otherwise provided in Section 18.3.2 (Restriction on Transfer of Capital Stock of Company), the Company covenants that:
(a) The proportionate direct and indirect ownership of the capital stock of the Company held by each of the Initial Shareholders shall be as set out in Schedule 21 (Company Shareholders);
(b) Each Initial Shareholder is the registered, legal, and beneficial owner of the number of shares of the Company set out opposite its name in Schedule 21 (Company Shareholders);
(c) All issued shares shall, when issued, have been authorized, allotted, and called-‐ up and validly issued and registered and fully paid; and
(d) There are no outstanding Liens, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of any character (including rights of first refusal or rights of first offer of any Initial Shareholder with respect to other Initial Shareholders) providing for the purchase, issuance, or sale of any shares of the capital stock in, or the voting of, the Company, other than as created under the Financing Agreements.
Company’s Capital Stock. Subject to the rights of the Lenders under the Financing Agreements and except as otherwise provided in Section 19.3.2 (Restrictions on Transfer of Capital Stock of Company), the Company covenants that:
(a) The proportionate direct and indirect ownership of the capital stock of the Company held by each of the Sponsors shall be as set out in Schedule I (Ownership Interests in Company);
(b) Each Initial Shareholder is the registered, legal, and beneficial owner of the number of shares of the Company set out opposite its name in Schedule I (Ownership Interests in Company);
(c) All issued shares shall, when issued, have been authorized, allotted, and called- up and validly issued and registered and fully paid; and
(d) There are no outstanding Liens, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of any character (including rights of first refusal or rights of first offer of any Initial Shareholder with respect to other Initial Shareholders) providing for the purchase, issuance, or sale of any shares of the capital stock in, or the voting of, the Company, other than as created under the Financing Documents.
Company’s Capital Stock. The authorized capital stock of Company consists of 4,500,000 shares of Company Common Stock, par value $0.01 per share, of which 917,622 shares are issued and outstanding as of the date of this Agreement, and 2,000,000 shares of preferred stock, par value $0.01 per share, none of which is outstanding. All of the outstanding shares of Company Common Stock are validly issued, fully paid, and nonassessable. Except for stock options covering not more than 79,509 shares of Common Stock granted pursuant to the Incentive Plan (the "Stock Options"), there are no outstanding options, warrants, or other rights in or with respect to the unissued shares of Company's capital stock nor any securities convertible into the stock. Except as described in this Section, Company is not obligated to issue any additional shares of Company's capital stock or any additional options, warrants, or other rights in or with respect to the unissued shares of Company's capital stock or any other securities convertible into Company's capital stock.
Company’s Capital Stock. Between the date of this Agreement and the Closing, (a) the Stockholders will not permit the Company to take any action to issue any shares of its capital stock in addition to or different from the holdings shown in the records set forth in SCHEDULE 3.3(b), (b) the Stockholders will not permit the Company to take any action that will cause the shares set forth in SCHEDULE 3.3(b) to be revoked, repurchased, rescinded, terminated, liquidated, transferred, amended or modified in any manner and (c) no Stockholder will sell, assign, pledge, subject to a Claim or otherwise transfer or restrict such Person's direct or indirect interests in the Company without the prior written consent of Buyer.
