Status of the Shares and Purchased Debt Sample Clauses

Status of the Shares and Purchased Debt. The authorized capital of the Company consists of one million common shares, par value one cent per share, of which 168,399.25 shares are issued and outstanding. The Shares constitute 100% of the issued and outstanding capital stock of the Company. Except as set forth on Schedule 2.1, the Shares are subject to no restrictions on transferability other than restrictions imposed by (a) the 1933 Act, (b) applicable state securities Laws and (c) the Family Agreement. At the Closing, the Company will not have outstanding any rights, warrants or options to acquire securities of the Company or any convertible or exchangeable securities and, other than pursuant to this Agreement, no person will have any right to acquire any securities of the Company. All of the Shares have been duly authorized and duly and validly issued and are fully paid and non-assessable, and none was issued in violation of any preemptive rights, rights of first refusal or other contractual or legal restrictions of any kind. The Purchased Debt represents amounts owed by the Company for money borrowed from the initial holder of each promissory note evidencing any portion of the Purchased Debt; the adjusted issue price of the Purchased Debt is equal to $1,849,000.