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.
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.
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. As of the Closing Date, the capital structure and ownership of the Credit Parties and the Holding Companies is correctly described in Part I of 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 Part I of 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 Part I of 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. 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) The authorized capital stock of the Company consists of 1,000,000 shares of common stock, no 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, no par value, of the Company (the "Company Shares") set forth opposite such Shareholder's name on Exhibit 3.1(b)(i) and the Company Shares reflected on Exhibit 3.1(b)(i) constitute all of the issued and outstanding capital stock of the Company.
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) 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.
Ownership and Capitalization. The authorized share capital of the Company consists of 102,000,000 shares of Company Stock. The Company Shares reflected on Exhibit 2.2(a) constitute all of the issued and outstanding shares in the capital of the Company and unissued shares in the capital of the Company that are subject to options held by the Shareholders. All of the issued and outstanding shares in the capital of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Exhibit 2.2(a) or 3.1(b)(i), there are no authorized or outstanding shares or other securities convertible into or exchangeable for, nor any authorized or outstanding option, warrant or other Right to subscribe for or to purchase, or convert any obligation into, any unissued shares in the capital of the Company 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 as are set forth on Exhibit 2.2(a) or Exhibit 3.1(b)(i), there are no voting trusts, voting agreements, proxies or other agreements or understandings with respect to any shares in the capital of the Company, and the Shareholders shall cause all such agreements and understandings identified in Exhibit 2.2(a) or Exhibit 3.1(b)(i) to be terminated (or, with respect to options to acquire unissued shares in the capital of the Company, exercise or permit to expire in accordance with Section 4.10) prior to the Closing. Except as set forth on Exhibit 2.2(a) or Exhibit 3.1(b)(i), 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 Company Shares except those restrictions on transfer imposed by the articles of the Company, and the Shareholders hereby irrevocably waive such restrictions and such other commitments or restrictions contained in any document identified on Exhibit 2.2(a) or Exhibit 3.1(b)(i) as of the Closing Date.
Ownership and Capitalization. 3.3.1 All of the issued and outstanding Equity Interests of the Contributed Companies are set forth on Schedule 3.3.1, which sets forth the name of each Person that is the registered owner of any Equity Interests of the Contributed Companies, the classes of Equity Interests owned, and the number or percentage of Equity Interests owned by such Person. All of such issued and outstanding Equity Interests are duly authorized, validly issued and are fully paid, and nonassessable, and have not been issued in violation of any preemptive rights. Other than as set forth on Schedule 3.3.1, no other Person is a registered owner of any Equity Interests of the Contributed Companies and Contributed Companies have no other classes of authorized, issued or outstanding Equity Interests.
