LUVSG Sample Clauses

LUVSG. All of the issued and outstanding shares of capital ----- stock of LUVSG are duly authorized, validly issued, fully paid and nonassessable, and are owned of record as of the date hereof by LMC free and clear of any Liens and Restrictions (other than any Liens or Restrictions arising out of or pursuant to this Agreement, the Gemstar Stockholders Agreement or the Gemstar Rights Plan, any restrictions on transfer arising under the Securities Act and state securities laws, and any Liens and Restrictions that may exist with regard to the TV Guide Stockholders' Agreement, which agreement, if and to the extent that it may still be in effect, shall be formally terminated on or before the Closing Date). The LUVSG Shares constitute all of the issued and outstanding shares of capital stock of LUVSG. All of the share certificates issued and outstanding which represent the LUVSG Shares will be delivered to NPAL on the Closing Date. No other shares of capital stock or other voting securities of LUVSG are issued, reserved for issuance or outstanding. There are no options or agreements relating to the issued or unissued capital stock of LUVSG or obligating LUVSG to issue, transfer, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into or exchangeable for any capital stock or other equity interests in, LUVSG. There are no outstanding contractual obligations of LUVSG to repurchase, redeem or otherwise acquire any shares of capital stock of LUVSG.
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