Ownership and Status of Stock Sample Clauses

Ownership and Status of Stock. Exhibit 3.8 sets forth the number and par value of the shares of stock that the Company is currently authorized to issue, has issued, has outstanding and has reserved for issuance upon conversion of shares of Convertible Preferred Stock into Common Stock. All the outstanding Common Stock is, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding shares of the Convertible Preferred Stock will be, validly issued, fully paid and nonassessable. All the outstanding Common Stock has been issued in full compliance with applicable law. None of the shares of the Common Stock or the Convertible Preferred Stock are held in the Company’s treasury. The Common Stock and the Convertible Preferred Stock are not entitled to cumulative voting rights, preemptive rights, antidilution rights and so-called registration rights under the ‘33 Act, except as otherwise provided in this Agreement or in the powers, designations, rights and preferences of the Convertible Preferred Stock contained in the Certificate of Designation. The Common Stock and the Convertible Preferred Stock have the preferences, voting powers, qualifications, and special or relative rights or privileges set forth in the Certificate of Incorporation. The Company has outstanding no option, warrant or other commitment to issue or to acquire any shares of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock, except for the conversion provisions of the Convertible Preferred Stock, nor, except as contemplated hereby, has it given any person any right to acquire from the Company or sell to the Company any shares of its capital stock. There is, and immediately upon consummation of the transactions contemplated hereby there will be, no agreement, restriction or encumbrance with respect to the sale or voting of any shares of capital stock of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities) except for the offering and sale of Convertible Preferred Stock pursuant to this Agreement. Except as set forth in this Agreement, the Company has no obligation to register any of its presently outstanding securities or any of its securities which may thereafter be issued under the Act of 1933, as amended (the “‘33 Act”).
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Ownership and Status of Stock. As of December 31, 2001, the Company ----------------------------- has approximately 17,775,000 shares of Common Stock issued and outstanding and approximately 9,380,000 shares isssuable upon the exercise of then-outstanding options or warrants or upon conversion of any then-outstanding convertible security The Company ha no shares of preferred stock (nor any other shares of stock) issued or outstanding at this time, nor does the Company have issued or outstanding any warrants, convertible securities, convertible debt, options, or any other rights in the hands of any third party which are convertible into shares of Common Stock except as set forth on the Company's Capitalization Table dated December 28, 2001 (which may accompany this Warrant as Exhibit D). No shares of Common Stock are held in the Company's treasury. No shares of Common Stock are entitled to any cumulative voting rights, pre-emptive rights (other than as set forth in documents executed contemporaneously herewith). As used herein the following terms have the following meanings:
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Ownership and Status of Stock. As of December 31, 2001, , the Company has approximately 17,774,694 shares of Common Stock issued and outstanding and approximately 5,361,539 shares issuable upon the exercise of then-outstanding options or warrants or upon conversion of any then-outstanding convertible security As of October 1, 2003, the Company had approximately 23,656,051 shares of Common Stock issued and outstanding, and approximately 66,778,044 shares issuable upon the exercise of then-outstanding options or warrants or upon the conversion of any then-outstanding convertible security. The Company has no shares of preferred stock (nor any other shares of stock) issued or outstanding at this time, nor does the Company have issued or outstanding any warrants, convertible securities, convertible debt, options, or any other rights in the hands of any third party which are convertible into shares of Common Stock except as set forth on the Company's Capitalization Table dated December 28, 2001. No shares of Common Stock are held in the Company's treasury. No shares of Common Stock are entitled to any cumulative voting rights, pre-emptive rights (other than as set forth in documents executed contemporaneously herewith). As used herein the following terms have the following meanings:
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Ownership and Status of Stock. The Company's authorized capital stock consists of 850 Common Shares, of which 5 Shares have been issued to CPI. The Company has no other shares of capital stock authorized, issued or outstanding, and there is no agreement or commitment of the Company for the issuance of any shares of capital stock, or options, warrants or other rights exercisable for or convertible into shares of capital stock, except as contemplated by this Agreement. All of the Common Shares held by CPI have been, and the Shares to be issued and sold to Investor hereunder will be, duly authorized, validly issued, fully paid and nonassessable, and were (or will be) issued in full compliance with applicable law. There is no agreement to which the Company or CPI is a party with respect to the sale or voting of any shares of capital stock of the Company, or restricting the transferability of any shares of capital stock, except for the sale of the Common Shares by CPI to the Investor pursuant to this Agreement.
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Ownership and Status of Stock. The Company is currently authorized to issue 3,000 shares of Common Stock, of which 100 shares are issued and outstanding and owned by Meridian National Corporation. Upon issuance of and payment for the shares of Common Stock to be issued hereunder in accordance with the terms of this Agreement, all of the outstanding shares of the Common Stock will be, validly issued, fully paid and nonassessable. All the outstanding Common Stock has been issued in full compliance with applicable law. The Company has outstanding no option, warrant or other commitment to issue or to acquire any shares of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock, nor, except as contemplated hereby, has it given any person any right to acquire from the Company or sell to the Company any shares of its capital stock. There is, and immediately upon consummation of the transactions contemplated hereby there will be, no Agreement, restriction or encumbrance with respect to the sale or voting of any shares of capital stock of the Company (whether outstanding or issuable upon conversion or exercise of outstanding securities) except for the offering and sale of Common Stock pursuant to this Agreement. Except as set forth in this Agreement, the Company has no obligation to register any of its presently outstanding securities or any of its securities which may thereafter be issued under the '33 Act.
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Ownership and Status of Stock. Section 3.9.
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Ownership and Status of Stock. Exhibit 3.8 sets forth the number and par value of the shares of stock that the Company is currently authorized to issue, has issued, has outstanding and has reserved for issuance upon conversion of shares of Convertible Preferred Stock into Common Stock. All the outstanding Common Stock is, and upon issuance and payment therefor in accordance with the terms of this Agreement, all of the outstanding shares of the Convertible Preferred Stock will be, validly issued, fully paid and nonassessable. All the outstanding Common Stock has been issued in full compliance with applicable law.
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Ownership and Status of Stock. Except as indicated the this Section 4.2, OCA is the record and beneficial owner of the Stock, free and clear of all liens, judgments or encumbrances. With regard to the ownership of each of the Companies: (a) Regarding Servicios Administrativos OCA, SA de CV: (i) OCA is the owner of 49,999 fixed capital shares, and of 75,991,113 variable capital shares, at a nominal value of 1 peso each of Servicios Administrativos OCA, SA de CV, comprising 99.999999999999% of the total ownership thereof; (ii) Dxxxx Xxxxx is the owner of 1 fixed capital share, at a nominal value of 1 peso, of Servicios Administrativos OCA, SA de CV, comprising 0,000000000001% of the total ownership thereof; (iii) Servicios Administrativos OCA, SA de CV is the owner of 1 share of Orthodon de Mexico SC with a value of 74,152,349 pesos; and (iv) Dxxxx Xxxxx is the owner of 1 share of Orthodon de Mexico SC with a value of 10 pesos. (b) OCA is the record and beneficial owner of 100% of the Stock of Orthodontic Centers of America Europe, S.A., comprising 464,900 shares outstanding at a nominal value of 6.01€ per share, represented by the following shares: (i) 27,000 shares, bearing number 1-27,000; (ii) 1,500 shares, bearing number 27001-28500; (iii) 1,500 shares, bearing number 28501-3000; and (iv) 434,900 shares, bearing number 30001-464900; (c) OCA is the record and beneficial owner of 100% of the stock of OCA International, Inc.; OCA International, Inc. is the record and beneficial owner, free and clear of all Liens, of 95% of the stock of OCA Brasil Ondontologia Ltda, comprising 518,245 shares, with a nominal value of R$ 0.50 (fifty cents of Brazilian Real) per share; Pxxxx Xxxxxxxx Xxxxxxxxx is the record and beneficial owner of the remaining 5% of the stock of OCA Brasil Ondontologia, Ltda; (d) OCA is the record and beneficial owner of 100% of the ownership interest. in OCA China. (e) All common shares of OCA Japan are held as follows: Shareholder Serial Number Shares Amount (Yen) Percentage Orthodontic Center Of America, Inc. A 0001 100 B 0001 50 B 0002 50 YA 0001-0035 3,500 YB 0001 50 YC 0001-0003 30 YC 0003 (10 ) YD 0001-0002 10 189,000,000 3,780 84.0 % Mxxxxxxx Xxxx YB 0003 50 YC 0010-0011 20 YE 0007-0008 2 3,600,000 72 1.6 % Sxxxxxxxx Xxxxxx YA 0036 100 YC 0004-0007 40 YE 0001-0004 4 7,200,000 144 3.2 % Shareholder Serial Number Shares Amount (Yen) Percentage Kxx Riho YB 0002 50 YC 0008-0009 20 YE 0005-0008 2 3,600,000
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Related to Ownership and Status of Stock

  • Status of Stock Employee agrees that the Restricted Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Employee also agrees (i) that the certificates representing the Restricted Shares may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Ownership and Transfer Except as expressly permitted by or pursuant to this Agreement or the other Loan Documents, own any property of any kind other than the Mortgaged Property, or Transfer any Mortgaged Property or any portion thereof.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property. (B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care. b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted. c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers. d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

  • Ownership and Title Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

  • Ownership and Liens The Borrower has title to, or valid leasehold interests in, all of its properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower and none of its leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • Ownership and License 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Cisco is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Cisco all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Cisco a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Cisco’s exercise and exploitation of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Cisco a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Cisco upon Xxxxx’s request.

  • OWNERSHIP AND RISK 8.1 Miele remains the owner of the product/s until the price is paid in full to Miele and the product/s have been delivered to the customer. 8.2 The customer must not sell or otherwise deal with the product/s until the price is paid in full to Miele. If the customer purports to do so, the customer will be deemed to hold the proceeds of sale or other realisation (or the amount equal to the outstanding) on trust for Miele. 8.3 Notwithstanding clauses 8.1 and 8 .2, the risk of loss of or damage to the product/s passes to the customer upon delivery. After delivery, the customer is responsible for storing the product/s prior to any installation and is liable for any loss or damage which occurs during such storage.

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