Shares and Shareholders. 5 2.2 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . .5 2.3 Effective Time of the Merger . . . . . . . . . . . . . . . . . .5 2.4
Shares and Shareholders. Schedule 2.1 sets forth the name, as it appears in the Company's corporate records, of each record owner of shares of the Company's capital stock, the number and class or series of the shares of capital stock held by each Shareholder, and the percentage of the Merger Consideration each Shareholder is to receive. Schedule 2.1 also reflects the proportions in which the Shareholders will share the cash and stock components of the Merger Consideration, which are different than their percentage ownership interests in the Company. The Shareholders hereby agree to those proportions and waive any right they may have to receive all elements of the Merger Consideration in proportion to their stock ownership of the Company.
Shares and Shareholders. All shares in the capital of the Operating Subsidiaries set forth in Schedule II and formed in The Bahamas have been validly created and all of the issued and outstanding shares in the capital of each Company are validly issued and are free and clear of all Liens. To the knowledge of such counsel, there are no outstanding rights, warrants or options to acquire, or instruments convertible or exchangeable for, any shares in the capital of any Company.
Shares and Shareholders. 11 Section 5.1 Classes of Shares........................................11 Section 5.2 Shareholder's Interest in Trust..........................12 Section 5.3
Shares and Shareholders. Schedule 2.1 sets forth the name, as it appears in the Company's corporate records, of each record owner of shares of the Company's capital stock, the number and class or series of the shares of capital stock held by each Shareholder, and the percentage of the Merger Consideration each Shareholder is to receive.
Shares and Shareholders. Seller's shares have been validly issued and are free and clear of all liens, charges, demands or adverse claims or other restrictions on the exercise of any of the attributes of ownership. There are no contracts, arrangements, commitments or restrictions relating to the issuance, sale, transfer or purchase or obtaining of shares or other ownership interests in the Shares.
Shares and Shareholders. All of the shares of each of the Operating Subsidiaries set forth in Schedule II and formed in the United Kingdom have been validly created and, assuming creation against payment therefore, are fully paid. All of the issued shares of each of the Operating Subsidiaries set forth in Schedule II and formed in the United Kingdom (other than Teekay Nakilat (II) Limited) are directly owned by Teekay BLT Corporation and, so far as such counsel is aware, free and clear of all Liens. All of the issued shares of Teekay Nakilat (II) Limited are owned by Teekay Nakilat Corporation. So far as such counsel is aware, there are no outstanding rights, warrants or options to acquire, or instruments convertible or exchangeable for, any shares of any of the Operating Subsidiaries set forth in Schedule II and formed in the United Kingdom.
Shares and Shareholders. As of the first Disbursement Date, (i) Borrower’s entire issued and outstanding capital stock consists of the shares owned both beneficially and of record by the Persons and in the amounts set forth in Schedule 5.4, and (ii) except as set forth on Schedule 5.4, there are no outstanding options, warrants or rights to purchase, nor any agreement for the subscription, purchase or acquisition of, any shares of the capital stock of Borrower or of any of the Subsidiaries.
Shares and Shareholders. The Borrower's entire authorized capital stock consists of 10,000,000 shares of common stock, $1.00 par value, and 100,000 shares of Preferred Stock, of which 18,000 shares of Series Two Preferred Stock are issued and outstanding, and of which 16,219 shares of Series Three Preferred Stock are issued and outstanding. The Guarantors' entire outstanding capital stock is owned both beneficially and of record by the Borrower, and the Guarantors' authorized and outstanding capital stock consists of the following:
Shares and Shareholders. Exhibit 2.1 sets forth the name, as it appears in the Company's corporate records, of each record owner of shares of the Company's capital stock, the number and class or series of the shares of capital stock held by each Shareholder, and the percentage of the Purchase Price (in cash and notes) each Shareholder is to receive.
