Ownership of the Company Stock. Each Selling Shareholder is the record and beneficial owner of that number of shares of Company Stock set forth opposite such Selling Shareholders' name and address in the chart annexed hereto as Schedule 6.2. Each Selling Shareholder has good and marketable title to such Company Stock, free and clear of any Liens. All shares of Company Stock have been duly authorized, validly issued, and are fully paid and nonassessable and each Selling Shareholder has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver his Company Stock to Buyer, and upon delivery to Buyer of the certificates representing such Company Stock, either endorsed in blank for transfer or together with appropriately executed stock powers with respect thereto, Buyer shall acquire good and marketable title to such Company Stock, free and clear of any Liens (as defined in Section 6.3). There are no outstanding options, warrants, rights, puts, calls, commitments, conversion rights, plans or other agreements of any character to which any of the Selling Shareholders is a party or otherwise bound which provide for the acquisition, disposition or issuance of any issued but not outstanding, outstanding, or authorized and unissued shares of Company Stock.
Ownership of the Company Stock. (a) The authorized capital stock of Paragon Benefits is 1,000,000 shares of common stock, par value $0.10 per share, of which 20,000 shares are issued and outstanding as of the date hereof; the authorized capital stock of Paragon Group is 1,000,000 shares of common stock, par value $0.10 per share, of which 30,000 shares are issued and outstanding as of the date hereof; and the authorized capital stock of Paragon National is 1,000,000 shares of common stock, par value $0.10 per share, of which 10,000 shares are issued and outstanding as of the date hereof. The Sellers constitute all shareholders of the Companies. Upon the consummation of the transactions contemplated hereby, Purchaser will own, directly or indirectly, 100% of the issued and outstanding shares in the Companies. No person or entity has any preemptive right to purchase any shares or any other securities of the Companies. There are no outstanding securities or other instruments of the Companies which are convertible into or exchangeable for any shares of the Companies and there are no commitments to issue such securities or instruments or otherwise make a person or entity a shareholder of a Company (except the Purchaser pursuant to this Agreement). Except as set forth in Schedule 2.4, attached hereto, there is no existing option, warrant, right, call, or commitment of any character granted or issued by any Company governing the issuance of any shares of such Company or any "phantom" securities giving the holder thereof any economic attributes of ownership. All shares of each Company have been offered, issued and sold in compliance with applicable law. The Company Stock constitutes all of the outstanding shares of the Companies.
(b) The Sellers have good and marketable title to, and own, the Common Stock, beneficially and of record. The Common Stock is fully paid and non-assessable and, except for any right of the Purchaser under this Agreement, are free and clear of all Encumbrances, demands, preemptive rights and adverse claims of any nature. The Sellers have full voting power over all Common Stock, subject to no proxy, shareholders' agreement, voting trust or other agreement relating to the voting of any of the shares of any Company. There is no agreement between the Sellers and any other person or entity with respect to the disposition of the Common Stock. Upon the consummation of the Closing the Sellers will have transferred to the Purchaser good title to all Common Stock.
Ownership of the Company Stock. Neither Parent nor any Subsidiary of Parent owns as of the date hereof or, except as a result of the Merger, will acquire any stock of the Company.
Ownership of the Company Stock. At the Closing, all of the issued and outstanding shares of capital stock of the Company will be owned, directly or indirectly, of record and beneficially by Seller or a subsidiary of Seller.
Ownership of the Company Stock. (a) The authorized capital stock of Paragon Benefits is 1,000,000 shares of common stock, par value $0.10 per share, of which 20,000 shares are issued and outstanding as of the date hereof; the authorized capital stock of Paragon Group is 1,000,000 shares of common stock, par value $0.10 per share, of which 30,000 shares are issued and outstanding as of the date hereof; the authorized capital stock of Paragon National is 1,000,000 shares of common stock, par value $0.10 per share, of which 20,000 shares are issued and outstanding as of the date hereof; the authorized capital stock of TCG is 500,000 shares of common stock, par value $0.10 per share, of which 28,313 shares are issued and outstanding as of the date hereof (consisting of 16,110 shares of Class A Common Stock, 3,890 shares of Class B Common Stock, 2,222 shares of Class C Common Stock, 2,778 shares of Class D Common Stock, 2,778 shares of Class E Common Stock, and 535 shares of Class F Common Stock), and 500,000 shares of preferred stock, par value $0.10 per share, of which no shares are issued and outstanding; and the authorized capital stock of JNT is 1,000,000 shares of common stock, par value $1.00 per share, of which 1,000 shares are issued and outstanding as of the date hereof. The Seller constitutes the sole shareholder of the Companies. Upon the consummation of the transactions contemplated hereby, Buyer will own 100% of the issued and outstanding shares of capital stock of the Companies. No Person has any preemptive right to purchase any shares of capital stock or any other securities of the Companies, other than the shareholders of JNT who have preemptive rights to purchase shares of capital stock of JNT pursuant to the Articles of Incorporation of JNT and applicable state law. There are no outstanding securities or other instruments of the Companies which are convertible into or exchangeable for any shares of capital stock of the Companies and there are no commitments to issue such securities or instruments or otherwise make a Person a shareholder of a Company (except the Buyer pursuant to this Agreement). There is no existing option, warrant, right, call, or commitment of any character granted or issued by any Company governing the issuance of any shares of capital stock of such Company or any "phantom" securities giving the holder thereof any economic attributes of ownership.
(b) The Seller holds of record and owns beneficially the Shares. The Shares are fully paid and non-assessabl...
Ownership of the Company Stock. The Seller (other than and excluding the rights, title and interest in the Company Stock owned by TCG) owns all rights, title and interest (legal or beneficial) in and to all the Company Stock of the Company, free and clear of all liens or other encumbrances. The authorized capital of the Company immediately prior to the Closing consists of 1,000,000 shares of common stock, par value $1.00, of which 1,000 shares are issued and outstanding. There are no other authorized or outstanding classes or series of capital stock of the Company. Upon the consummation of the transactions contemplated hereby, Purchaser will own, directly or indirectly, 100% of the issued and outstanding shares in the Company. No person or entity has any preemptive right to purchase any shares or any other securities of the Company. There are no outstanding securities or other instruments of the Company which are convertible into or exchangeable for any shares of the Company and there are no commitments to issue such securities or instruments or otherwise make a person or entity a shareholder of the Company (except the Purchaser pursuant to this Agreement). Except as set forth in Schedule 2.4, attached hereto, there is no existing option, warrant, right, call, or commitment of any character granted or issued by the Company governing the issuance of any shares of the Company or any "phantom" securities giving the holder thereof any economic attributes of ownership. All shares of the Company have been offered, issued and sold in compliance with applicable law. The Company Stock constitutes all of the outstanding shares of the Company.
Ownership of the Company Stock. TCG owns all rights, title and interest (legal or beneficial) in and to 400 shares of the Company Stock, free and clear of all liens or other encumbrances. The Company Stock acquired by Purchaser hereunder from TCG, when transferred and delivered in accordance with the terms of this Agreement for the consideration set forth herein, will be duly and validly issued, fully paid, and nonassessable, and will be issued free of any encumbrances (other than encumbrances created by Purchaser) and any restrictions on transfer. TCG has not directly or indirectly, since January 2, 2003, acquired or redeemed, or entered into any agreement providing for the acquisition or redemption of, any shares of Company Stock.
Ownership of the Company Stock. The Stockholder owns, beneficially and of record, that number of shares of Company Stock set forth opposite the Stockholder's name on Exhibit A hereto; except for restrictions imposed by federal and state securities laws, (i) such shares are owned by such Stockholder free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances; (ii) the Stockholder has the unrestricted right and power to transfer, convey and deliver full ownership of such shares without the consent or agreement of any other person and without any designation, declaration or filing with any governmental authority; and, (iii) upon the transfer of such shares to Acquiror as contemplated herein, Acquiror will receive good and valid title thereto, free and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances or other restrictions.
Ownership of the Company Stock. As of the date hereof, the Written Consent Party is the owner of the shares of Company Stock as set forth on Schedule A, free and clear of any and all Liens, other than those (i) created by this Agreement, the Charter Documents of the Company and the agreements set forth on Schedule 4.3(c) of the Company Disclosure Letter, and (ii) as disclosed on Schedule A. The Written Consent Party has and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to the Written Consent Party set forth in this Agreement, in each case, over all shares of Company Stock currently or hereinafter owned by the Written Consent Party. As of the date hereof, the Written Consent Party does not own any capital stock or other voting securities of the Company other than the shares of Company Stock set forth on Schedule A. As of the date hereof, the Written Consent Party does not own any rights to purchase or acquire any shares of capital stock or other equity securities of the Company, except as set forth on Schedule A.
