Common use of Outstanding Company Stock Clause in Contracts

Outstanding Company Stock. As of the Agreement Date, the authorized capital stock of the Company consists of 1,000,000 shares of Company Stock, all of which are issued and outstanding. As of the Agreement Date, all issued and outstanding shares of Company Stock are held by the Sellers, in the respective number and amounts set forth opposite their name on Schedule 3.4(a) of the Company Disclosure Letter, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). Immediately following the consummation of the transactions contemplated by the Restructuring and as of the Closing Date, 100% of the issued and outstanding Company Stock shall be held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). All issued and outstanding Company Stock have been duly authorized and validly issued, are fully paid and non-assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law. There is no Liability for dividends or distributions to Company Shareholders accrued and unpaid by the Company. Other than the Company Stock, there are no other Equity Interests of the Company issued or outstanding, or that are required to be issued in connection with the Closing.

Outstanding Company Stock. As of the Agreement Date, the authorized capital stock of the Company consists of 1,000,000 shares of Company Stock, all of which are issued and outstanding. As of the Agreement Date, all issued and outstanding shares of Company Stock are held by the Sellers, in the respective number and amounts set forth opposite their name on Schedule 3.4(a) of the Company Disclosure Letter, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). Immediately following the consummation of the transactions contemplated by the Restructuring and as of the Closing Date, 100% of the issued and outstanding Company Stock shall be held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws). All issued and outstanding Company Stock have been duly authorized and validly issued, are fully paid and non-non- assessable, and have been offered, issued, sold and delivered by the Company in material compliance with all requirements of applicable Law. There is no Liability for dividends or distributions to Company Shareholders accrued and unpaid by the Company. Other than the Company Stock, there are no other Equity Interests of the Company issued or outstanding, or that are required to be issued in connection with the Closing.. (b)