Stock Interests. The Stock represents one hundred percent (100%) of the equity interests of the Corporation and thereafter the Stock Collateral will continue to represent the same percentage of the equity interest of the Corporation, unless otherwise permitted under the Financing Agreement.
Stock Interests. Except as set forth on Schedule 3.1 attached hereto and made a part hereof, the Stock represents one hundred percent (100%) of the equity interests of the Issuer.
Stock Interests. The Stock represents one hundred percent (100%) of the equity interests of the Issuer.
Stock Interests. (a) Outlet owns all of the shares of the Stock, beneficially and of record, free and clear of Liens. The Stock is duly authorized, validly issued, fully paid and non-assessable, and there are no outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any interest in Birmingham Assets. There are no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of the Stock.
(b) Birmingham Assets owns all of the Interests free and clear of Liens. The Interests are validly issued, fully paid and non-assessable, and there are no outstanding subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any interest in the Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of the Interests.
Stock Interests. (a) On the Closing Date, Borrower shall assign, and shall cause its applicable affiliates to assign, to GTA-IB good and marketable title to the GTA Stock Interests by duly executed stock power certificate, stock transfer certificate and such other documents as may be necessary to cause such transfer of the GTA Stock Interests (collectively, the “GTA Stock Interest Transfer Documents”). Borrower expressly consents to the unqualified exercise by Lender, on or after the Closing Date, of any and all stock powers relating to the GTA Stock Interests which are in Lender’s possession as of the Effective Date; and
(b) On the Closing Date, Guarantor shall assign, and shall cause its applicable affiliates to assign, to GTA-IB good and marketable title the GH Securities Stock Interests by duly executed stock power certificate, stock transfer certificate and such other documents as may be necessary to cause such transfer of the GTA Stock Interest (collectively, the “GH Securities Stock Interest Transfer Documents”). The Deed, Bills of Sale, Assignment of Rights, Assignment of Contracts, General Assignment and Assignment of Leases, FIRPTA Affidavit, GTA Stock Interest Transfer Documents and GH Securities Stock Interest Transfer Documents are collectively referred to herein as the “Conveyance Documents.”
Stock Interests a. CERTIFICATE #1267. The Company acknowledges that Haught has full xxxxx, title and interest in and to ten thousand (10,000) shares of the Company's restricted common stock represented by Certificate #1267 issued to him on June 11, 2003.
b. CERTIFICATE #1352. In addition to the stock described in Section 4.a., in consideration of Haught's guaranty of a xxxx xx credit issued to the Company by Wachovia Bank in September 2003 and the delivery of his personal services to the Company from July 2003 through March 2004, Haught will be entitlex xx xetain one hundred forty thousand (140,000) shares of the Company's restricted common stock out of three hundred thousand (300,000) shares issued to him subject to substantial risk of forfeiture pursuant to a Term Sheet dated July 15, 2003. Upon execution hereof, Haught will surrender Xxxxxxicate #1352 representing the three hundred thousand (300,000) shares, whereupon the Company will direct its transfer agent to issue a new certificate in lieu thereof for one hundred forty thousand (140,000) shares (the "Vested Shares"). The Vested Shares will have registration rights as provided in the Registration Rights Agreement between Haught and the Company xx even date herewith attached hereto as Exhibit A.
Stock Interests. Subject to the provisions of Section 10.02(k) above, receipt of a duly executed stock power certificate, stock transfer certificate and such other documents as may be necessary to cause the transfer of the GH Securities Stock Interests to Buyer.
Stock Interests. Haught will be entitlxx xx retain thirty thousand (300,000) shares of the Company's restricted common stock out of one hundred twenty thousand (120,000) shares issued to her subject to substantial risk of forfeiture pursuant to a Term Sheet dated October 1, 2003. Upon execution hereof, the Company will direct its transfer agent to issue a certificate for thirty thousand (30,000) shares (the "Vested Shares"). The Vested Shares will have registration rights as provided in the Registration Rights Agreement between Haught and the Companx xx xven date herewith attached hereto as Exhibit A.
Stock Interests. (a) The Stock Interests have been validly issued and are fully paid and nonassessable as of the Closing Date. RGC has good title to the Stock Interest free and clear of all Liens and restrictions on transfer, and Seller has the full corporate power, right and authority to transfer and convey all of the Stock Interests to the Buyer at the Closing.
(b) Except as set forth on Schedule 3.4, there are no outstanding options, warrants or other rights of any kind relating to the sale, issuance or voting of the Stock Interests which have been issued, granted or entered into by Seller or any securities convertible into or evidencing the right to purchase the Stock Interests.
Stock Interests
