Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value. Prior to the Stock/LLC Exchange, each Shareholder owned, and immediately prior to the Closing each Shareholder will own, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the common stock, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name in Section 2(k) above, and the Company Shares reflected in Section 2(k) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b) (i), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws.
(ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as set forth on Exh...
Ownership and Capitalization. As of the Closing Date, the capital structure and ownership of the Credit Parties and the Holding Companies is correctly described in Schedule 4.12. As of Closing Date after giving effect to the Transactions occurring on or prior to such date, the authorized, issued and outstanding capital stock of, and other equity interests in, each of the Credit Parties and the Holding Companies consists of the stock and interests described on Schedule 4.12, in each case all of which is duly and validly issued and outstanding, fully paid and nonassessable. As of Closing Date after giving effect to the Transactions occurring on or prior to such date, except as set forth in Schedule 4.12, (x) there are no outstanding Equity Rights with respect to any Credit Party and (y) there are no outstanding obligations of any Credit Party to repurchase, redeem, or otherwise acquire any shares of capital stock of or other interests in any Credit Party nor are there any outstanding obligations of any Credit Party to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of any Credit Party.
Ownership and Capitalization. (i) As of the date hereof, all of the authorized, issued and outstanding shares of the capital stock of Acquiror are owned by PentaStar.
Ownership and Capitalization. (i) Seller is the lawful record and beneficial owner of all of the issued and outstanding shares of capital stock of the Subsidiaries, free and clear of all Encumbrances, except those created pursuant to the Credit Agreement. Upon completion of the transactions contemplated by this Agreement, Purchaser will acquire as of the Closing Date good and valid title to the Acquired Shares, free and clear of all Encumbrances.
(ii) The capitalization of the Subsidiaries consists of the number of authorized shares of capital stock at the stated par values, the number of issued and outstanding shares and the number of treasury shares, if any, set forth on Schedule 6(d)(ii). All of the Acquired Shares have been validly issued and are fully paid and non-assessable. Except for the rights created pursuant to this Agreement and the Option Agreement, there are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Subsidiaries or securities convertible or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is Seller or any of the Subsidiaries committed to issue any such option, warrant, right or security.
Ownership and Capitalization. (i) As of the date hereof, the authorized, issued and outstanding shares of the capital stock of PentaStar are as set forth on Exhibit 3.4(b)(i). Upon the Closing, the authorized, issued and outstanding shares of capital stock of PentaStar will be as set forth in the Prospectus included in the Registration Statement at the time the Registration Statement is declared effective by the SEC.
(ii) At the time of issuance thereof and delivery to the Shareholders, the PentaStar Shares to be delivered to the Shareholders pursuant to this Agreement will constitute valid, duly authorized and legally issued shares of PentaStar's Common Stock, and will be fully paid and nonassessable. Such PentaStar Shares shall at the time of such issuance and delivery be free and clear of any Encumbrances of any kind or character, other than those arising under applicable federal and state securities laws, under this Agreement or under any Other Seller Agreement to which such Shareholder is a party.
Ownership and Capitalization. The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no par value. The Shareholder owns, beneficially and of record, free and clear of any Encumbrance, all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company, except pursuant to the Company's Equity Participation Plan. There are no voting trusts, voting agreements, proxies or other agreements or understanding with respect to any capital stock of the Company. There are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1933, as amended, and applicable state securities laws.
Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, $.01 par value. The Shareholder owns, beneficially and of record, free and clear of any Encumbrance or Tax, 1,000,000 shares of the common stock, $.01 par value, of the Company (the "Company Shares"), and the Company Shares constitute all of the issued and outstanding capital stock of the Company.
(ii) Except as set forth on Exhibit 3.1(b)(ii), the Company has no Subsidiaries and no capital stock, securities convertible into capital stock, or any other equity interest in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. Each of the entities listed on Exhibit 3.1(b)(ii) is wholly-owned, directly or indirectly, by the Company, is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as set forth on Exhibit 3.1(b)(ii), and is qualified to do business as a foreign corporation and is in good standing in the states set forth on Exhibit 3.1(b)(ii), which are the only jurisdictions in which the nature of the business conducted by it or the properties owned, leased or operated by it make such qualification necessary. No Person has any right to acquire any interest in any Subsidiary and there are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Each such Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Ownership and Capitalization. (a) Schedule 4.3.3 accurately sets forth the members and the --------------- percentage of membership interest owned by each member of each class of GMM. Schedule 4.
Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 20,000,000 shares of common stock, $.01 par value, of which 12,211,559 shares are issued and outstanding and 499,187 are held in treasury. The shareholders identified on Exhibit 3.1(b)(i) own and have the right to vote the respective number of shares of the common stock, $.01 par value, of the Company set forth opposite such shareholder's name on Exhibit 3.1
Ownership and Capitalization. (i) The authorized capital stock of the Company consists of 50,000 shares of Common stock, $1.00 par value. Each Shareholder owns, beneficially and of record, free and clear of any Encumbrance or Tax, the number of shares of the Common stock, $1.00 par value, of the Company set forth opposite such Shareholder's name in Section 2.2(a), and the shares reflected in Section 2.2(a) constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no personal Liability attaching to the ownership thereof. There is no authorized or outstanding stock or security convertible into or exchangeable for, or any authorized or outstanding option, warrant or other right to subscribe for or to purchase, or convert any obligation into, any unissued shares of the Company's capital stock or any treasury stock, and the Company has not agreed to issue any security so convertible or exchangeable or any such option, warrant or other right. There are no authorized or outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, voting agreements, proxies or other agreements or understanding with respect to any capital stock of the Company. Except as set forth on Exhibit 3.1(b), all of which the Shareholders shall cause to be terminated prior to the Closing, there are no existing rights of first refusal, buy-sell arrangements, options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Shares, except those restrictions on transfer imposed by the Securities Act of 1993, as amended, and applicable state securities laws. The Company has no subsidiaries and no interest in any other corporation, partnership, limited partnership, limited liability company, association or joint venture.
