Capitalization and Stock Ownership. The stock interests of the Company is set forth on Schedule 4.4 (all outstanding membership interests of the Company, the “Shares”). Except as set forth on Schedule 4.4 hereto, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company. All of the Shares are duly and validly authorized and issued, fully paid and non-assessable. The Stockholders are the record and sole beneficial owners of all of the Shares in the respective amounts specified on Schedule 4.4, free and clear of all Encumbrances. Upon completion of the transactions at the Closing, the Buyer will receive valid title to all of the Shares, free and clear of all Encumbrances, which shares will represent 100% of the issued and outstanding shares of the Company as of the Closing.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Amacore Group, Inc.), Stock Purchase Agreement (Amacore Group, Inc.), Stock Purchase Agreement (Amacore Group, Inc.)