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. 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:
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.
Shares of the Company. 3.3.1 All Shares and interests of the Company have been properly and validly, authorised, allotted and/or issued and are each fully paid-up and rank pari passu in all respects with each other. The Company is not subject to any actual or contingent obligation to issue or convert securities.
Shares of the Company. You may purchase one of the Company’s common shares for each NSO, but only if you pay $___(“Exercise Price”) for each common share purchased, you exercise the NSOs on or before ___(“Expiration Date”) and meet the terms and conditions described in this Agreement and in the Plan and in the Prospectus. Limits on Exercising Your NSOs Your NSOs will vest (and be exercisable) on ___[6 months from grant date] [12 months from grant date]. This does not mean that you must exercise your NSOs on this date; this is merely the first date that you may do so. However, your NSOs will expire unless they are exercised on or before the Expiration Date. There are some special situations in which your NSOs may vest earlier. These are described later in this Agreement. At any one time you may not exercise NSOs to buy fewer than 100 common shares of the Company (or, if smaller, the number of your outstanding vested NSOs). Also, you may never exercise an NSO to purchase a fractional common share of the Company; NSOs for fractional common shares will always be redeemed for cash. Exercising Your NSOs After they vest, you may exercise your NSOs by completing a form. This form, and other procedures that you must follow, are available from Mxxxxxx Lxxxx or by contacting us at the number (or address) shown above. There are three exercise methods available to you. You will decide on the method at the time of exercise.
Shares of the Company a) The shares representing the capital of the Company will all be ordinary, of a nominal value of one U.S. dollar (US$ 1.00-), and with the right to one (1) vote per share.
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. 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...
