Capital Stock, Etc. 6.5 Subsidiaries 6.7 Liabilities 6.8 Conformity with Law; Litigation 6.9 No Violations 6.12 OtherAgreements; No Side Agreements 6.15 Absence of Changes 7.2 Conduct of Business Pending Closing 7.3 Prohibited Activities 7.5 Notice to Bargaining Agents 9.12 Employment Agreements 10.1 Guaranties 13.1 Activities Excluded from Noncompete AGREEMENT AND PLAN OF ORGANIZATION THIS AGREEMENT AND PLAN OF ORGANIZATION (the "Agreement") is made as of March 17, 1998, by and among LandCARE USA, Inc., a Delaware corporation ("LandCARE"), D.R. Church Landscape Co., Inc., an Illinois corporation (the "Company"), and the stockholders identified on the signature pages hereof (the "Stockholders"). The Stockholders are all the stockholders of the Company.
Capital Stock, Etc. (a) The authorized capital stock of Xxxxx consists solely of 200,000 shares of common stock, par value $10.00 per share (previously defined as "Xxxxx Common Stock"), and 2,500 shares of preferred stock (the "Preferred Stock"). As of the date hereof, 191,284 shares of Xxxxx Common Stock are issued and outstanding, 8,716 shares of Xxxxx Common Stock are held in the treasury of Xxxxx; and no shares of Preferred Stock are issued or outstanding. All of the issued and outstanding shares of Xxxxx Common Stock are duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement, there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating Xxxxx to issue or sell any shares of capital stock of Xxxxx or to xxxxx, extend or enter into any Option with respect thereto.
Capital Stock, Etc. The Borrower will not, and will not permit any of its Subsidiaries to:
Capital Stock, Etc. Other than the Series A Preferred, there are no (i) shares of capital stock that are entitled to registration rights; (ii) outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or (iii) contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting of any shares of the capital stock of the Company, or restricting the transfer of the Shares. .
Capital Stock, Etc. (a) RSA Communications has an authorized capitalization and outstanding shares as reflected in Schedule 2.2(a). All shares of RSA Common --------------- Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued by RSA Communications in compliance with all applicable securities laws, rules and regulations, the Certificate of Incorporation, Bylaws or other governing documents or the terms of any stockholders agreement to which RSA Communications is a party or by which any of its stockholders is bound. The RSA Shares constitute all of the issued and outstanding shares of RSA Common Stock.
Capital Stock, Etc. Virata has an authorized capitalization and outstanding shares as reflected in Schedule 4.2. All shares of the capital ------------ stock of Virata have been duly authorized and validly issued and fully paid up. Except as set forth in Schedule 4.2, there are no outstanding options, warrants ------------ or other rights to acquire shares of the capital stock of Virata. Virata is the record holder of all of the issued and outstanding shares of capital stock of Acquisition Sub.
Capital Stock, Etc. There are no (i) shares of capital stock that are entitled to registration rights; (ii) outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or (iii) contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting of any shares of the capital stock of the Company, or restricting the transfer of the Shares.
Capital Stock, Etc. (a) The authorized capital stock of Purchaser consists solely of 130,000,000 shares, of which 120,000,000 is Purchaser Common Stock and 10,000,000 of which is preferred stock, no par value, of Purchaser (“Purchaser Preferred”). As of June 30, 2004, (i) 61,067,925 shares of Common Stock were issued and outstanding (after giving effect to a 3-for-2 stock split which became effective June 14, 2004) and (ii) no shares of Purchaser Preferred were issued and outstanding. Except as disclosed in Section 4.02 of Purchaser Disclosure Schedule, since June 30, 2004 and through the date hereof, there has been no change in the number of issued and outstanding shares of Purchaser Common Stock. All of the issued and outstanding shares of Purchaser Common Stock are duly authorized, validly issued and fully paid and non-assessable.
Capital Stock, Etc. All of the issued and outstanding capital stock of Delta is held by the Existing Stockholders, as set forth on Schedule A hereto. All the shares of Delta's capital stock are, and from the date hereof through the Closing Date, will be, validly issued and outstanding, fully paid and non-assessable. There are no outstanding options, warrants, rights (including preemptive rights), subscriptions, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of Delta.
Capital Stock, Etc. All of the issued and outstanding capital stock of Premier is held by the Existing Stockholders, as set forth on Schedule A hereto. All the shares of Premier Capital Stock are, and from the date hereof through the Closing Date, will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth on Schedule 3.4, there are no outstanding options, warrants, rights (including preemptive rights), subscriptions, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of Premier.
