Outstanding Stock of the Company Sample Clauses

Outstanding Stock of the Company. The authorized capital stock of the Company consists of one hundred thousand (100,000) shares of common stock, no par value per share, of which three hundred seven and two-tenths (307 2/10) shares are issued and outstanding. All of the Company's issued and outstanding shares of stock have been validly issued to Stockholder and to Jeffxxx X. Xxxx (xxe "Other Stockholder"), and are fully paid and nonassessable and are not subject to any preemptive or other similar rights. There are no accrued and unpaid dividends on the preferred stock. Stockholder and the Other Stockholder are each the owner, beneficially and of record, of fifty percent (50%) of the issued and outstanding shares of the Company free and clear of all restrictions of any kind, nature or description. The Company has not authorized or issued any securities other than to Stockholder and to the Other Stockholder, and no person, corporation or entity holds any option, warrant or right to purchase or otherwise acquire any shares of capital stock of the Company. Stockholder and the Other Stockholder have not entered into any agreement with any former stockholder of the Company, if any, regarding the sale, transfer or disposition of the capital stock or Assets of the Company or in any manner affecting the capital stock or Assets of the Company.
Sample 1
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Outstanding Stock of the Company. The authorized capital stock of the Company consists of one hundred thousand (100,000) shares of common stock, no par value per share, of which three hundred seven and two-tenths (307 2/10) shares are issued and outstanding. All of the Company's issued and outstanding shares of stock have been validly issued to Stockholder and to Jeanxxxxx Xxxxxxx, Xxustee of the Kerr Xxxritable Trust dated May 28, 1997 (the "Other Stockholder"), and are fully paid and nonassessable and are not subject to any preemptive or other similar rights. There are no accrued and unpaid dividends on the preferred stock. Stockholder and the Other Stockholder are each the owner, beneficially and of record, of fifty percent (50%) of the issued and outstanding shares of the Company free and clear of all restrictions of any kind, nature or description. The Company has not authorized or issued any securities other than to Stockholder and to the Other Stockholder, and no person, corporation or entity holds any option, warrant or right to purchase or otherwise acquire any shares of capital stock of the Company. Stockholder and the Other Stockholder have not entered into any agreement with any former stockholder of the Company, if any, regarding the sale, transfer or disposition of the capital stock or Assets of the Company or in any manner affecting the capital stock or Assets of the Company.
Sample 1

Related to Outstanding Stock of the Company

  • 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.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness Except as set forth in Disclosure Schedule (3.8), as of the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Stock of each Credit Party is owned by each of the Stockholders and in the amounts set forth in Disclosure Schedule (3.8). Except as set forth in Disclosure Schedule (3.8), there are no outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or other equity securities or any Stock or other equity securities of its Subsidiaries. All outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party as of the Closing Date (except for the Obligations) is described in Section 6.3 (including Disclosure Schedule (6.3)).

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • 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.

  • Outstanding Shares On the Closing Date, Pubco shall have no more than 55,000,000 common shares issued and outstanding in the capital of Pubco after giving effect to issuance of the Pubco Shares and the share cancellations described in this Agreement.

  • 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.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 300,000,000 shares of Common Stock, of which, 46,383,143 are issued and outstanding and (B) 50,000,000 shares of Preferred Stock, none of which are issued and outstanding.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

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