Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Company is as set forth in the Disclosure Memorandum.
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).
Ownership of Shares; Subsidiaries. (a) The total authorized capital stock of Summus is as set forth in the Disclosure Memorandum.
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.
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.
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) Trans-Mex has a total authorized share capital of 3,118 shares of common stock, with a par value of Five Hundred pesos per share, all of which common shares are issued and outstanding and owned of record and beneficially by the Shareholders. Additionally, Trans-Mex is authorized and able to issue an additional 2,996 common shares to Swift, with a par value of Five Hundred pesos each, which shares, when issued, shall equal a forty-nine percent (49%) interest in Trans-Mex (the "New Shares"). All shares are duly authorized, and all shares that are outstanding have been validly issued, fully paid and non-assessable and were authorized, offered, issued and sold without violation of any applicable securities and other Laws, including, but not limited to the Foreign Investment Law. The New Shares, when issued, shall be recorded in the stock ledger of Trans-Mex. The Articles of Incorporation or charter of Trans-Mex do 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 Trans-Mex. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the share capital of Trans-Mex. Trans-Mex is not subject to any obligation to repurchase or otherwise acquire or retire any of its share capital, and Trans-Mex has no liability for dividends declared or accrued, but unpaid, with respect to its share capital.
Ownership of Shares; Subsidiaries. (a) The Company has a total authorized share capital as set forth in the Disclosure Memorandum; all of the issued and outstanding Shares are owned of record and beneficially by the Shareholders as set forth in the Disclosure Memorandum. All of the 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. The articles of incorporation of the Company have not provided and do 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 the Company. There are no voting trusts, proxies or other agreements or understanding with respect to the voting of the share capital of the Company. The Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its share capital, and the Company has no liability for dividends declared or accrued, but unpaid, with respect to its share capital. The Company has not purchased or redeemed any of its share capital.
Ownership of Shares; Subsidiaries. The Company has a total authorized share capital as set forth in SECTION 3.5 of the Disclosure Schedule; all of the issued and outstanding Shares are owned of record and beneficially by the Shareholders as set forth therein. All of the 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 Corporate Laws and all rights of the Shareholders and other Persons. The articles of incorporation of the Company do 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 the Company. There are no voting trusts, proxies or other agreements or understanding with respect to the voting of the share capital of the Company. The Company is not subject to any obligation to repurchase or otherwise acquire or retire any of its share capital, and the Company has no liability for dividends declared or accrued, but unpaid, with respect to its share capital. The Company has not purchased or redeemed any of its share capital. The Company 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 any other Person, except as set forth in SECTION 3.5 of the Disclosure Memorandum. All such interests so set forth are owned of record and beneficially by the Company 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 Corporate Laws. The Shareholders are the owners of the Shares, and the Company is the owner of all investments required to be disclosed hereunder, free and clear of any and all Liens of any kind whatsoever. There are no outstanding contracts, demands, commitments or other agreements or arrangements under which Shareholders or the Company are or may become obligated to sell, transfer or assign any of the Shares or such investments.
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).
