Capital Stock of Company. The authorized capital stock of COMPANY is as set forth in Schedule 5.3. All of the issued and outstanding shares of the capital stock of COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Schedule 5.3 and further, except as set forth in Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. The STOCKHOLDERS are the sole stockholders of COMPANY. Except as disclosed in Schedule 5.3 hereto, each STOCKHOLDER has at all times during the two (2) year period immediately preceding the date hereof owned or maintained sole equitable and beneficial interest in all of the issued and outstanding shares of the capital stock of COMPANY as to which such STOCKHOLDER is the registered holder, as set forth in Schedule 5.3 hereto. All of the issued and outstanding shares of the capital stock of 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 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 any preemptive rights of any past or present stockholder.
Capital Stock of Company. The authorized capital stock of Company consists of One Million (1,000,000) shares of Preferred Stock of $0.01 par value, non issued and Ninety Nine Million (99,000,000) shares of $0.01 par value common stock (the "Company Common Stock"), of which Forty Four Million, Nine Hundred Sixty Five Thousand, (44,965,724) shares representing the Outstanding Shares are issued and outstanding. All of the Company Common Stock has been validly issued and are fully paid and non-assessable.
Capital Stock of Company. (a) Schedule 4.6(a) sets forth a true and complete list for Company as of Closing of the number of all Stock authorized and issued and outstanding (including a description of the class or series of all such outstanding shares and all Stock issued as a result of the exercise of all Stock Options and Warrants), the record owners thereof and the amount and percentage of ownership of such Stock or equity interests.
Capital Stock of Company. The authorized capital stock of Company consists of the following:
Capital Stock of Company. Schedule A hereto sets forth a true and complete list of the number of shares of all capital stock and options authorized, issued and outstanding as of a recent date.
Capital Stock of Company. The authorized capital stock of Company consists of 10,000 shares of Company Stock, of which 1,250 shares are issued and outstanding and owned of record and beneficially by Stockholders in the amounts set forth in Section 2.1; and, as of the Closing Date, such shares will be owned free and clear of all mortgages, liens, security interests, pledges, voting trusts, restrictions, encumbrances and claims of every kind (collectively, the "Liens"). All of the issued and outstanding shares of Company Stock (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder.
Capital Stock of Company. The authorized capital stock of ------------------------ the Company consists of: (i) 30,000,000 shares of Common Stock, $.01 par value per share, of which, prior to the issuance of any of the Common Shares and Warrants pursuant to the Agreement, (A) 13,089,148 shares have been duly and validly issued and are currently outstanding, fully paid and nonassessable, (B) 921,400 shares have been reserved for issuance upon the awarding of stock grants or the exercise of options granted and to be granted by the Company (the "Options" and "Option Shares") under the Company's 1987 Stock Option Plan, the Company's 1992 Stock Incentive Plan, the Company's 1992 Directors Stock Option Plan or the Company's 1993 Non-employee Stock Option Plan (collectively, the "Existing Stock Plans") and (c) 418,410 shares have been reserved of issuance upon the exercise or conversion of outstanding securities issued by the Company (the "Convertible Securities" and "Conversion Shares") and (ii) 10,000,000 shares of preferred stock, $.01 par value per share, none of which shares are presently issued and outstanding. The number of shares of Common Stock issuable as Option Shares or upon the exercise of Options under the Existing Stock Plans or as Conversion Shares is not subject to adjustment by reason of the issuance and sale of the Common Shares or Warrants hereunder, or the Warrant Shares upon exercise of the Warrants, and no other shares of Common Stock have been reserved by the Company for issuance. There are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company pursuant to any provision of law or the Certificate of Incorporation or By-Laws of the Company or by agreement or otherwise. Except as set forth in this Section 2.4 and the disclosure letter from the Company to the Purchasers of even date herewith (the "Disclosure Letter"), there are no outstanding subscriptions, warrants, options or other rights or commitments of any character to subscribe for or purchase from the Company, or obligating the Company to issue, any shares of capital stock of the Company or any securities convertible into or exchangeable for such shares.
Capital Stock of Company. The Cerner Shares to be purchased by Cerner pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable. The issuance of the Cerner Shares is not subject to preemptive or similar rights and, except as contemplated by the Stockholders' Agreement, holders of the Cerner Shares will not be entitled to any preemptive or similar rights. As of the Closing, after giving effect to the issuance of the Cerner Shares, the authorized capital stock of the Company will consist of 10,000,000 shares of Common Stock, of which 1,248,439 shares of Common Stock will be issued and outstanding in total, of which Avicenna will own 1,000,000. The Company will have outstanding no other shares of capital stock and no securities convertible into or exchangeable for, or warrants, options or other rights to acquire from the Company, or other obligations of the Company to issue, directly or indirectly, any shares of capital stock of the Company, other than the THINC Warrants and the right of Cerner to additional Common Stock set out in Section 2.05 of the Stockholders Agreement. Except as set forth above, no shares of capital stock of the Company have been reserved for issuance for any reason and there are no plans or arrangements in existence relating to the issuance of shares of capital stock of the Company.
Capital Stock of Company. (a) The authorized capital stock of the Company consists of: (i) 5,000,000 shares of preferred stock of the Company, no par value per share, of which no shares are issued and outstanding; and (ii) 25,000,000 shares of common stock, no par value, $.00l stated value per share (the "Common Stock"), of which 13,861,217 shares are issued and outstanding as of the date hereof and all such outstanding shares are validly issued, fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws, or pursuant to valid exemptions therefrom, (iii) 1,000,000 shares of Common Stock reserved for issuance pursuant to the Company's 1995 Long Term Incentive Plan, (iv) 360,000 shares of Common Stock reserved for issuance pursuant to the Company's 1995 Director Option Plan, and (v) 147,000 shares of Common Stock reserved for issuance pursuant to existing non-plan stock options; of which with respect to the 1995 Long Term Incentive Plan, the 1995 Director Option Plan and other non-plan stock options, an aggregate of 1,291,008 options have been granted and are outstanding as of December 31, 2000. A further 362,250 shares of Common Stock are reserved for issuance pursuant to outstanding warrants issued under a certain Common Stock and Warrant Purchase Agreement, dated as of August 31, 1999, as subsequently amended, a further 812,500 shares of Common Stock are reserved for issuance pursuant to outstanding warrants issued under a certain Common Stock and Warrant Purchase Agreement, dated as of February 16, 2001, as subsequently amended, and a further 100,000 shares of Common Stock are reserved for issuance pursuant to an outstanding warrant issued to an executive officer in connection with his employment under Warrant, dated as of July 20, 2001.
Capital Stock of Company. Following the initial Closing, the authorized capital stock of the Company shall consist of (A) 9,000,000 shares of Common Stock, of which (i) 3,000,000 shares are currently issued and outstanding, (ii) warrants to purchase 100,722 shares of Common Stock are outstanding, and (iii) 721,785 shares of Common Stock are reserved for issuance under the Company’s 2012 Stock Option Plan, and (B) 5,000,000 shares of Preferred Stock, none of which are issued and outstanding, but 3,445,874 shares of which are designated as Series A Preferred Stock having the terms set forth on Exhibit A-1.
