Purchaser’s Parent Sample Clauses

Purchaser’s Parent. (a) Purchaser’s Parent is a duly organized corporation, validly existing and in good standing under the Laws of the State of Delaware and has full corporate power and authority to issue and deliver the shares comprising the Purchaser’s Parent Equity. (b) The authorized capitalization of Purchaser’s Parent consists of 2,000,000 shares of common stock, par value of $0.001 per share, of which 850,000 shares are issued and outstanding (not including the Purchaser’s Parent Equity). All the Purchaser’s Parent Equity is duly authorized and upon delivery at the Closing will be validly issued, fully paid and non-assessable and will not be subject to, or issued in violation of, any preemptive rights. No other equity securities of Purchaser’s Parent are authorized, issued, outstanding or reserved for issuance. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any equity or voting interest in Purchaser’s Parent. Purchaser’s Parent does not have any authorized or outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right in such capacity to vote (or convert such instruments into or exchange such instruments for the right to subscribe for or acquire securities having the right to vote) with the shareholders of Purchaser’s Parent on any matter (for the avoidance of doubt, the foregoing does not apply to any such holder in its capacity as a shareholder of Purchaser’s Parent). Except as set forth in the Stockholders’ Agreement, there are no agreements or commitments to which Purchaser’s Parent is a party or by which it is bound to (i) repurchase, redeem or otherwise acquire any of Purchaser’s Parent’s common stock or other equity or voting interest in Purchaser’s Parent or any other Person or (ii) vote or dispose of any of Purchaser’s Parent’s common stock or other equity or voting interest in Purchaser’s Parent. There are no irrevocable proxies and no voting agreements with respect to any of Purchaser’s Parent’s common stock or any other equity or voting interest in Purchaser’s Parent, except as set forth in the Stockholders’ Agreement.