Shares of the Company. All outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable.
Shares of the Company. As of the Execution Date, neither the Investor nor any of its Affiliates (as defined in Section 6.1(a)) own, directly or indirectly, any shares of Common Stock of the Company.
Shares of the Company. The Company Capital Stock that the Selling Shareholders are selling to Purchaser is free and clear of all liens, charges, encumbrances and preemptive rights, and represent all of the Company's issued and outstanding shares. No party, other than the Selling Shareholders, has any interest in the Company Capital Stock. Upon delivery to the Purchaser at the Closing of certificates representing the Company Capital Stock, good and valid title to the Company Capital Stock will pass to the Purchaser, free and clear of any Lien. Each Selling Shareholder has good and marketable title to all of the shares of Company Capital Stock to be sold by such Selling Shareholder hereunder and the absolute right to sell, assign, transfer and deliver the Company Capital Stock registered in such Selling Shareholder's name to the Purchaser, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, hypothecations, prior assignments, title retention agreements, security agreements or any other limitation, encumbrance or restriction of any kind.
Shares of the Company. 4.2.1 The Shares constitute all of the issued and outstanding shares of capital stock of and other Equity Interests in the Company. All of the Shares have been duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights. Seller is the sole record and beneficial owner and has good and valid title to the Shares free and clear of all Encumbrances and, on the Closing Date, Seller will transfer to Purchaser good and valid title to the Shares free and clear of all Encumbrances. Other than the Shares, the Company does not have any Equity Interests authorized, issued or outstanding, and there are no Contracts or other arrangements existing or outstanding which provide for the sale or issuance of any Equity Interests by the Company or that would otherwise cause any Equity Interests of the Company to become outstanding.
4.2.2 Dermarc, LLC and Dermapex, LLC are the only Subsidiaries or Investments of the Company, and are each a direct, wholly-owned subsidiary of the Company. The Company is the sole record and beneficial owner and has good and valid title to the Equity Interests of each Subsidiary of the Company free and clear of all Encumbrances. The Equity Interests of the Subsidiaries have been duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights. Other than as set forth in this Section 4.2.2, none of the Company’s Subsidiaries have any Equity Interests authorized, issued or outstanding, and there are no Contracts or other arrangements existing or outstanding which provide for the sale or issuance of any Equity Interests by the any such Subsidiary or that would otherwise cause any Equity Interests of any such Subsidiary to become outstanding.
4.2.3 Other than in connection with their direct or indirect ownership of the Subsidiaries, none of the Company or any of its Subsidiaries have any Investments.
Shares of the Company. The 10,000 shares making up the share capital of the Company being acquired by the Beneficiary are free of any mortgage, privilege, option, restriction, seizure or engagement whatsoever and their origin of ownership in the hands of the Guarantor is regular. The ownership of the Company shares results from their registration with the register of share transfer (COPY IN ANNEX 3). Except the 10,000 shares making of its share capital, the Company has established no other shares whatsoever of any kind. Each share comprising the share capital of the Company corresponds to the right to a one vote.
Shares of the Company. The parties hereto covenant and agree that the provisions of this Shareholders Agreement with respect to Shares of any class of the Company shall apply mutatis mutandis to any shares into which such shares or any of them may be converted, changed, reclassified, subdivided or consolidated and to any Shares of the Company which are received by the holders of such Shares as a stock dividend and to any Shares or other securities of the Company or of a successor company which may be received by the holders of Shares of the Company on a reorganization or amalgamation.
Shares of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company:
(a) Each share of (i) common stock, par value $.001 per share, of the Company ("Company Common Stock"), (ii) Series A Preferred Stock, par value $.001 per share of the Company, (iii) Series AA Convertible Preferred Stock, par value $.001 per share of the Company, and (iv) Series AA-2 Convertible Preferred Stock, par value $.001 per share of the Company (collectively, together with Company Common Stock, "Company Stock"), other than shares of Company Common Stock held of record or beneficially by Parent, Subsidiary, Parent Subsidiaries and/or their affiliates, issued and outstanding at the Effective Time excluding shares as to which appraisal rights have been perfected in accordance with Section 262 of the DGCL), subject to the terms and conditions of this Agreement, shall be converted into the right to receive and become exchangeable for (the "Exchange Ratio") .090770 of a share of common stock, $.01 par value, of Parent ("Parent Common Stock"); provided, however that if, prior to the Closing Date, -------- Parent should split, recapitalize, reclassify or combine Parent Common Stock, or pay or grant to all stockholders of Parent a stock dividend or other stock distribution in Parent Common Stock or rights to acquire Parent Common Stock or otherwise change Parent Common Stock into any other securities, then the Exchange Ratio will be appropriately adjusted to fully reflect the effect of such split, recapitalization, reclassification, combination, stock dividend or other distribution or change.
(b) In addition, each of the options to acquire up to an aggregate of 1,731,501 shares of Company Common Stock granted either under the Company's 1993 Incentive Stock Option Plan (the "Company Plan") or other than pursuant to the Company Plan that were issued and outstanding on October 29, 1997, as well as each of the warrants to acquire up to an aggregate of 2,000,000 shares of Company Common Stock that were issued and outstanding on October 29, 1997 (collectively, "Company Purchase Rights"), all of which are referred to in Section 4.2 of the Company Disclosure Schedule (to the extent not exercised prior to the Effective Time), shall be assumed by Parent and converted into like rights to purchase shares of Parent Common Stock with the respective number of shares issuable upon exercises of Company Purchase Rights and the respective exerci...
Shares of the Company. Sellers have good and valid title to the Shares, free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind. The Shares constitute all of the Company’s issued and outstanding capital stock. Upon delivery to Buyer at the Closing of certificates representing the Shares, duly endorsed by Sellers for transfer to Buyer, good and valid title to the Shares will pass to Buyer, free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind. The Shares are all owned of record by Xxxxxxx. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with (i) the Organizational Documents of the Company, (ii) all applicable federal and state securities Laws and (iii) any preemptive rights or rights of first refusal of any Person. Except as set forth in Section 4.2 of the Disclosure Schedule: (1) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any shares of the Company; (2) there does not exist, nor is there outstanding, any right or security granted to, issued to or entered into with any Person to cause the Company to issue, grant or sell any shares of the Company or any other profit participation rights to any Person (including any warrant, stock option, call, preemptive right, convertible or exchangeable obligation, subscription for shares, shares or securities convertible into or exchangeable for shares of the Company, or any other similar right, security, instrument or agreement) and there is no commitment or agreement to grant or issue any such right or security; (3) there is no obligation, contingent or otherwise, of the Company to: (x) repurchase, redeem or otherwise acquire any share or other equity interests of the Company; or (y) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person; and (4) there are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company are entitled to vote. Since the date of its organization, the only issued and outstanding equity interests of the Company has been voting common stock with equal rights and preferences and t...
Shares of the Company. You may purchase one of the Company’s common shares for each NSO, but only if you pay $___(“Exercise Price”) for each common share purchased, you exercise the NSOs on or before ___(“Expiration Date”) and meet the terms and conditions described in this Agreement and in the Plan and in the Prospectus. Your NSOs will vest (and be exercisable) on ___[6 months from grant date] [12 months from grant date]. There are some special situations in which your NSOs may vest earlier. These are described later in this Agreement. At any one time you may not exercise NSOs to buy fewer than 100 common shares of the Company (or, if smaller, the number of your outstanding vested NSOs). Also, you may never exercise an NSO to purchase a fractional common share of the Company; NSOs for fractional common shares will always be redeemed for cash. After they vest, you may exercise your NSOs by completing a form. This form, and other procedures that you must follow, are available from Mxxxxxx Lxxxx or by contacting us at the number (or address) shown above. There are three exercise methods available to you. You will decide on the method at the time of exercise.
Shares of the Company. Each ordinary share, par value US$0.0000008 per
