Names; Capital Stock Sample Clauses

Names; Capital Stock. Each Principal Company and its Subsidiaries as of the Closing Date, their correct names and their jurisdictions of incorporation or organization, together with each such Person’s directors are identified in Schedule 5.1. The Capital Stock of the Company and each of the other Subsidiaries of the Parent identified in Schedule 5.1 is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Lien, and none of such Capital Stock constitutes Margin Stock. Schedule 5.1 correctly sets forth, as of the Closing Date, the ownership interest of the Principal Companies and each of their Subsidiaries in each of the Subsidiaries identified therein, as well as the ownership interests of any other Persons therein. The authorized Capital Stock of Parent consists of (i) 200,000,000 shares of common stock, par value $0.001 per share and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. As of August 31, 2010, (i) 44,564,254 shares of common stock of the Parent were issued and outstanding and (ii) no shares of preferred stock of the Parent were issued or outstanding. The issued and outstanding shares of common stock of the Parent have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights. Each Subsidiary of a Principal Company is a Wholly-Owned Subsidiary of such Principal Company. Schedule 5.1 also sets forth each Affiliate of the Principal Companies as of the Closing Date.
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Names; Capital Stock. Each Principal Company and its Subsidiaries as of the Closing Date, their correct names and their jurisdictions of incorporation or organization, together with each such Person’s directors are identified in Schedule 5.1. The Capital Stock of the Company and each of the other Subsidiaries of the Parent identified in Schedule 5.1 is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Lien, and none of such Capital Stock constitutes Margin Stock. Schedule 5.1 correctly sets forth, as of the Closing Date, the ownership interest of the Principal Companies and each of their Subsidiaries in each of the Subsidiaries identified therein, as well as the ownership interests of any other Persons therein. The authorized Capital Stock of Parent consists of 200,000,000 shares of common stock, par value $0.001 per share. As of March 19, 2012, 31,492,308 shares of common stock of the Parent were issued and outstanding. The issued and outstanding shares of common stock of the Parent have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights. Each Subsidiary of a Principal Company is a Wholly-Owned Subsidiary of such Principal Company. Schedule 5.1 also sets forth each Affiliate of the Principal Companies as of the Closing Date.
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Names; Capital Stock. The Company and each of its Subsidiaries as of the Closing Date, giving effect to the transactions contemplated hereby and by the Related Agreements, their correct names and their jurisdictions of organization, together with each such Person’s directors and senior officers, are identified in Schedule 5.1, as said Schedule 5.1 may be supplemented from time to time pursuant to the provisions of Section 7(n). The Capital Stock of the Company and each of the Subsidiaries of the Company identified in Schedule 5.1 (as so supplemented) is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Lien, and none of such Capital Stock constitutes Margin Stock. Schedule 5.1 (as so supplemented) correctly sets forth, as of the Closing Date, the ownership interest of the Company and each of its Subsidiaries in each of the Subsidiaries of the Company identified therein, as well as the ownership interests of any other Persons therein. Each Subsidiary of the Company is a Domestic Subsidiary and a Wholly-Owned Subsidiary of the Company. Schedule 5.1 (as so amended) also sets forth each Affiliate of the Company as of the Closing Date.
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Related to Names; Capital Stock

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Authorized Capital Stock The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 300,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

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