Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Summus is as set forth in the Disclosure Memorandum.
(b) All of the issued and outstanding Shares of Summus are owned of record and beneficially by the stockholders as set forth in the Disclosure Memorandum.
(c) All of the outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of Summus' shareholders and other Persons. No Person has any preemptive rights with respect to shares of Summus. Except as set forth in the Disclosure Memorandum, there are no outstanding securities convertible into the capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the capital stock of Summus. Summus is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and Summus has no Liability for dividends declared or accrued, but unpaid, with respect to its capital stock. Except as set forth on the Disclosure Memorandum, Summus has not purchased or redeemed any of its capital stock, and except as set forth in the Disclosure Memorandum has not paid any dividend or made any other payment to any of the Stockholders or other Related Parties within the past two years.
(d) Summus does not own or have an interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by Summus as set forth in the Disclosure Memorandum and are duly authorized, validly issued, fully paid and nonassessable, and, to the knowledge of Summus, were authorized, offered, issued and sold in accordance with all applicable securities and other Laws.
(e) Each stockholder of Summus is the legal and beneficial owner of the Shares as set forth on the Disclosure Memorandum. Except as set forth in the Disclosure Memorandum, Summus is the owner of all investments disclosed under Paragraph 5.2(d), free and clear of any and all Liens. Except as set forth in the Disclosure Memorandum, there are no outstanding contracts, demands, commitments or other agreements or arrangements under which Summus is or may become obligated...
Ownership of Shares; Subsidiaries. (a) The total authorized Capital Stock of Company is as set forth in Schedule 4.3(a). All of the issued and outstanding Shares are owned of record and beneficially (excluding community property rights under applicable California law) by the Shareholders as set forth in Schedule 4.3(a).
(b) All of the outstanding Shares are duly authorized, validly issued, fully paid and non-assessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of Company's current or former shareholders and other Persons. No Person has any preemptive rights with respect to the Shares. There are no outstanding securities convertible into the Capital Stock of Company or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the Capital Stock of Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Capital Stock of Company. Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its Capital Stock, and Company has no Liability for dividends declared or accrued, but unpaid, with respect to its Capital Stock. Company has not purchased or redeemed any of its Capital Stock, and, except as set forth in the Company Disclosure Schedules, has not paid any dividend or made any other payment to the Shareholders or other Related Parties within the past two (2) years.
(c) Company does not own or have an interest, direct or indirect, or any commitment to purchase or otherwise acquire, any Capital Stock or other equity interest, direct or indirect, in any other Person, except as set forth in Schedule 4.3(c), free and clear of any and all Liens. All such interests so set forth are owned of record and beneficially by Company as set forth in Schedule 4.3(c) and are duly authorized, validly issued, fully paid and non-assessable, and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws.
(d) Each Shareholder is the legal and beneficial owner of the Shares as set forth on Schedule 4.3(a), free and clear of any and all Liens (other than community property rights under applicable Oklahoma law). There are no outstanding contracts, demands, commitments or other agreements or arrangements under which the Shareholders (or any of them) or Company are or may bec...
Ownership of Shares; Subsidiaries. (a) AmeriCom's authorized capital stock consists of 100,000,000 shares of Common Stock, $0.001 par value, of which 33,265,756 shares are issued and outstanding and 20,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued and outstanding. All issued and outstanding shares have been validly issued in full compliance with all federal and state securities laws, are fully paid and nonassessable, and have voting rights. Except as set forth in Schedule 3.2(a), there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating AmeriCom to issue or to transfer from treasury any additional shares of its capital stock of any class.
(b) AmeriCom does not own or have an interest, direct or indirect, or any commitment to purchase or otherwise acquire, any capital stock or other equity interest, direct or indirect, in any other Person, except as set forth in Schedule 3.2(b). All such interests so set forth are owned of record and beneficially by AmeriCom as set forth in Schedule 3.2(b) and are duly authorized, validly issued, fully paid and nonassessable, and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws.
Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of the Company is 500,000 shares of common stock, par value $0.01 per share (the "SHARES"), 1,000 of which are issued and outstanding and beneficially owned as follows: 510 shares by Xxxx X. Xxxxxxxx; and 490 shares by M. Xxxx Xxxxxx. The Company has issued two warrants to purchase its common stock as follows: (i) warrant number 1 for 53 shares, with an exercise price of $0.01 per share, issued to Xxxxx, Xxxxxxx & Co., Inc.; and (ii) warrant number 2 for 75 shares, with an exercise price of $0.01 per share, issued to VCS; in each case, the number of shares is subject to adjustment as set forth in such warrant. The Sellers have previously furnished to Parent and Purchaser true, correct and complete copies of such warrants and all warrant agreements or other contracts pertaining thereto. After the Closing of the transactions contemplated herein, neither Xxxxx, Xxxxxxx & Co. nor any successor holder of such entity's warrant shall have any right or claim to subscribe for any securities of Parent, Purchaser or their Affiliates or shall otherwise have any right or claim against the assets or properties of Parent, Purchaser or their Affiliates (including the Acquired Assets) by virtue of their ownership of said warrant.
(b) All of the outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws and all rights of the Company's shareholders and other Persons. No Person has any preemptive rights with respect to the Shares. Except as set forth in PARAGRAPH 5.2(A), there are no outstanding securities convertible into the capital stock or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the capital stock of the Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of the Company. The Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its capital stock, and the Company has no Liability for dividends declared or accrued, but unpaid, with respect to its capital stock. The Company has not purchased or redeemed any of its capital stock and has not paid any dividend or made any other payment to any of the shareholders or other Related Parties within...
Ownership of Shares; Subsidiaries. Those persons listed in Schedule 2.2 are the record and beneficial owners of all of the issued and outstanding capital stock of Seller. Seller does not have any ownership interest, direct or indirect, and has no commitment to purchase or otherwise acquire any ownership interest, direct or indirect, in any other Person.
Ownership of Shares; Subsidiaries. (a) TowerCo has a total authorized share capital consisting of 3,000 common shares, par value $.01 per share, of which 1,000 shares are presently issued and outstanding ("TOWERCO SHARES"), and all such issued and outstanding shares are owned of record and beneficially by CCIC or a wholly owned subsidiary of CCIC. All such issued TowerCo Shares are duly authorized, validly issued, fully paid and nonassessable and were authorized, offered, issued and sold in accordance with all applicable securities and other Laws. The certificate of incorporation of TowerCo does not provide for preemptive rights in favor of any Person. There are no outstanding securities convertible into the share capital or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or any Actions relating to, the share capital of TowerCo.
(b) Except as set forth on SCHEDULE 7.2, TowerCo does not own and has no interest, direct or indirect, or any commitment to purchase or otherwise acquire, any share capital or other equity interest, direct or indirect, in, or to make any loan or other investment in, any other Person.
(c) CCIC or a wholly owned subsidiary of CCIC is the sole owner of the TowerCo Shares, free and clear of any and all pledges, security interests, options or rights of others.
Ownership of Shares; Subsidiaries. (a) Telespace's authorized capital stock consists of 50,000,000 shares of Common Stock, $0.00001 par value, of which 10,000,005 shares are issued and outstanding (prior to the proposed 1-for-8 reverse stock split). All issued and outstanding shares have been validly issued in full compliance with all federal and state securities laws, are fully paid and nonassessable, and have voting rights. Except as set forth in Schedule 4.2, there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Telespace to issue any additional shares of its Common Stock.
(b) Telespace does not have any subsidiary.
Ownership of Shares; Subsidiaries. Seller is the record and beneficial owner of the Transferred Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Transferred Shares free and clear of Liens.
Ownership of Shares; Subsidiaries. (a) Seller is the record and beneficial owner of the Transferred Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Transferred Shares free and clear of Liens.
(b) HoldCo is the record and beneficial owner of the PR Subsidiary Shares and the Seguros Subsidiary Shares, free and clear of Liens.
(c) Except with respect to HoldCo’s ownership and control of the HoldCo Subsidiaries, no Company owns or controls, directly or indirectly, any Subsidiary, other than in connection with foreclosure or other enforcement of a security interest in connection with an Extension of Credit, in the ordinary course of business.
(d) None of the Transferred Shares are subject to, or have been issued in violation of, any preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the holders of capital stock of a Company have the right to vote have been issued by any Company or are outstanding.
(e) None of Seller or any Company is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Transferred Shares.
(f) Except with respect to HoldCo’s ownership and control of the HoldCo Subsidiaries, no Company controls more than 4.9% of a class of voting securities of, or otherwise controls, any depository institution (as defined in the FDIA) or any company that directly or indirectly controls a depository institution.
Ownership of Shares; Subsidiaries. (a) Seller is the record and beneficial owner of all of the HoldCo Shares, free and clear of all Liens (other than transfer restrictions imposed under Applicable Law), and will transfer and deliver to Buyer at the Closing good and valid title to the HoldCo Shares free and clear of all Liens (other than transfer restrictions imposed under Applicable Law).
(b) HoldCo is the record and beneficial owner of the PR Bank Shares, free and clear of all Liens (other than transfer restrictions imposed under Applicable Law).
(c) PR Bank is the record and beneficial owner of the PR Insurance Shares, free and clear of all Liens (other than transfer restrictions imposed under Applicable Law).
(d) Except with respect to (i) HoldCo’s ownership and control of PR Bank and (ii) PR Bank’s ownership and control of PR Insurance, no Company owns or controls, directly or indirectly, any Subsidiary, other than in connection with foreclosure or other enforcement of a Lien in connection with an Extension of Credit in the ordinary course of business.
(e) None of the HoldCo Shares are subject to, or have been issued in violation of, any preemptive rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the holders of capital stock of a Company have the right to vote have been issued by any Company or are outstanding.
(f) None of Seller or any Company is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Company Shares.
(g) Except with respect to HoldCo’s ownership and control of the Companies or as part of a Company’s investment portfolio in the ordinary course, no Company owns or controls, directly or indirectly, any capital stock or other type of equity interest in a Person or any securities convertible or redeemable into, or exercisable or exchangeable for, any capital stock or other type of equity interest in a Person.
