Outstanding Interests. All of the outstanding membership interests in the Mississippi Guarantor have been duly authorized and are validly issued.
Outstanding Interests. All of the outstanding membership interests in Colorado Guarantor have been duly authorized and are validly issued.
Outstanding Interests. The Capital Stock listed on Schedule 3 constitutes (i) 100% of the Capital Stock of all Domestic Subsidiaries and (ii) 65% of the Capital Stock of all Foreign Subsidiaries directly owned by any Pledgor.
Outstanding Interests. Except as set forth on Schedule 5.3, there are no outstanding options, preemptive or other rights, warrants, agreements, plans, voting trusts, proxies, Contracts, call or put options, commitments, understandings or demands of any character relating to any shares of capital stock or other securities of or other equity interests in any Seller or the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer thereof, nor does any Seller have any profit-sharing, phantom stock or similar rights with respect to the equity interests in any Seller.
Outstanding Interests. To Seller's knowledge, there are no outstanding subscriptions, options, warrants, contracts, commitments, convertible securities or other agreements or arrangements of any character or nature whatsoever under which SDG or Seller is or may become obligated to issue, assign or transfer any ownership interest in SDG, except as provided in the Partnership Agreement.
Outstanding Interests. No membership interest or unit of membership interest in the Company is held by any person other than Seller. Seller owns all the Units free and clear of all restrictions, other than those imposed by federal or state securities law.
Outstanding Interests. As of the date of this Agreement, the authorized Equity Interests of the Company is as set forth on Schedule 3.5. All of the outstanding member interests or capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable. The Company has not violated the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its Equity Interests. To the knowledge of the Company, all but ten (10) Members of the Company qualify as “accredited investors” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (“Regulation D”), as amended), and each member receiving Stock Consideration who is not an “accredited investor,” either alone or with such Member’s purchaser representative as defined in Regulation D, has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the Contemplated Transactions.
Outstanding Interests. The Membership Interests to be transferred to Canbiola hereby represent 100% of the issued and outstanding equity of Pure Health. Each of the Pure Health Members owns its portion of the Membership Interests free and clear of all liens and has the absolute right to transfer the same. There are no options, warrants, calls, convertible notes, agreements or other rights to purchase or otherwise acquire from Pure Health at any time, or upon the happening of any stated event, any share of the capital interests of Pure Health.
Outstanding Interests. The Demand Notes, the shares of Series F Preferred Stock, the Common Stock and the Contract Rights comprise all of the outstanding debt, equity and other interests in the Company or its assets that are owned or possessed, directly or indirectly, by Sellers.
Outstanding Interests. The lease hereby made of said Upper Cedar Grove seam or coal in said tract of 4.515 acres is subject to the rights of the public in the paved highway running along Rum Creek, to the rights of the Chesapeake and Ohio Railway Company in the branch railroad running along Rum Creek, and to all other outstanding rights of others.
