Capital Stock of Subsidiary Clause Samples

Capital Stock of Subsidiary. Each share of Subsidiary's capital stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $5.00 per share, of the Surviving Corporation.
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Capital Stock of Subsidiary. Each issued and outstanding share of the capital stock of the Subsidiary shall continue to be an issued and outstanding share of capital stock of the Surviving Corporation. Each certificate representing immediately prior to the Effective Time issued shares of capital stock of the Subsidiary shall continue to evidence ownership of the same number of shares of capital stock of the Surviving Corporation.
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Capital Stock of Subsidiary. The Company is directly or indirectly the record and beneficial owner (including all such qualifying shares) of all of the outstanding shares of capital stock of its Subsidiary. There are no proxies with respect to such shares, and there are not any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating the Company or its Subsidiary to issue, transfer or sell any shares of capital stock of the Subsidiary or any other securities convertible into or evidencing the right to subscribe for any such shares. All of such shares so owned by the Company are duly authorized and validly issued, fully paid, nonassessable and free of preemptive rights with respect thereto and are owned by the Company free and clear of any claim, lien or encumbrance of any kind with respect thereto. The Company does not, directly or indirectly, own any interest in any corporation, partnership, joint venture or other business association or entity.
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Capital Stock of Subsidiary. The Merger will effect no change in any of the shares of capital stock of Subsidiary which will continue to be issued and outstanding and will not be converted as a result of the Merger. Each stock certificate of Subsidiary evidencing ownership of such certificates will continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
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Capital Stock of Subsidiary. Each issued and outstanding share of capital stock of Subsidiary shall continue to be issued and outstanding.
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Capital Stock of Subsidiary. All outstanding shares of capital stock of Subsidiary are held beneficially and of record by Parent. There are not outstanding any options or other rights to purchase or otherwise acquire from Subsidiary, or any commitment of any character by Subsidiary to issue, any shares of capital stock or any securities or obligations convertible into or exchangeable for, or otherwise entitling any Person to acquire from Subsidiary, any shares of its capital stock.
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Capital Stock of Subsidiary. At the Effective Time, by virtue of the Merger and without any action on the part of Company, Buyer, Subsidiary, or any of the Shareholders, each share of Common Stock of Subsidiary issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished, and automatically converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate evidencing ownership of any such shares of common stock of Subsidiary shall thereafter evidence ownership of an equivalent number of shares of common stock of the Surviving Corporation.
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Capital Stock of Subsidiary. All capital stock of Ultimit Solutions, Inc. owned by HSI (the "HSI Subsidiary").
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Related to Capital Stock of Subsidiary

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Equity Interests With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.