Shamir Holding; Share Capital Sample Clauses

Shamir Holding; Share Capital. (a) Section 3.3 of the Kibbutz Disclosure Schedule accurately sets forth the corporate name, date and place of formation of Shamir Holding AC. (b) The authorized share capital of Shamir Holding as of the Closing Date shall consist of 100,000 ordinary shares, NIS 0.01 nominal value each (the “Shamir Holding Shares”), and shall not consist of any preference shares. Section 3.3 of the Kibbutz Disclosure Schedule sets forth the dates of issuances, the subscription amounts and the record holders of the Shamir Holding Shares since the date of Shamir Holding’s formation. As of the Closing Date, all of Shamir Holding Shares shall be duly authorized, validly issued, fully paid and nonassessable and shall be owned directly by the Kibbutz free and clear of any Liens, and none of such Shamir Holding Shares shall have been issued in violation of or subject to any preemptive or similar rights, purchase option, call right or right of first refusal. (c) The Kibbutz (a) holds and has good and valid title to the Kibbutz Shares to be purchased by Purchaser from the Kibbutz in the Kibbutz Share Sale, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements (except for any such Liens or proxies arising hereunder or under the Shareholders Agreement), and (b) is the record owner thereof. Upon delivery to Purchaser at the Closing of certificates representing such Kibbutz Shares, accompanied by a duly executed share transfer deed for transfer to Purchaser, and upon the receipt by the Kibbutz of the Purchase Price less the Escrow Amount at Closing, good and valid title to such Kibbutz Shares will pass to Purchaser, free and clear of any Liens, and such Kibbutz Shares are not subject to any voting trust agreement or other Contract relating to the ownership, voting, dividend rights or disposition of such Kibbutz Shares. (d) There are no outstanding options, warrants, calls, stock appreciation rights or other rights or commitments or any other agreements of any character relating to the sale, issuance or voting of, or the granting of rights to acquire any equity interests of, Shamir Holding, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any equity interests of Shamir Holding. As of the Closing Date, all the outstanding Shamir Holding Shares are (i) issued and granted in compliance in all material respects with all applicable securities and other applicable Laws and (ii) duly author...
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Related to Shamir Holding; Share Capital

  • Share Capital The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 6.6 below, the number of outstanding Ordinary Shares is increased by share capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Share capital and ownership The Borrower has an authorised share capital divided into 150,000,000 registered shares of $0.001 each, 25,744,983 of which shares have been issued each fully paid.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Dividends; Changes in Share Capital The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

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