Capital Stock of the Company Sample Clauses

Capital Stock of the Company. The authorized capital stock of the Company is as set forth on Annex II, and all of the issued and outstanding shares of the capital stock of the Company are owned by the Stockholders in the amounts set forth in Annex II. Except as set forth on Schedule 5.3, 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 any preemptive rights of any past or present stockholder.

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of 1,000 shares of common stock, no par value, of which 100 shares are issued and outstanding, and no shares of preferred stock. 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 and are owned of record and beneficially by the Shareholder free and clear of all Liens (defined below). All of the issued and outstanding shares of the capital stock of the Company 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 was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company. No shares of capital stock of the Company are subject to repurchase upon termination of employment. For purposes of this Agreement, "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority or other security agreement, option, warrant, attachment, right of first refusal, preemptive, conversion, put, call or other claim or right, restriction on transfer (other than restrictions imposed by federal and state securities laws), or preferential arrangement of any kind or nature whatsoever (including any restriction on the transfer of any assets, any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

Capital Stock of the Company. The authorized capital stock of the Company consists solely of 100,000 shares of common stock, par value $0.415 per share, of which 100,000 shares are issued and outstanding and represent all of the Company Stock. Each of the Stockholders and the ESOP represents and warrants, severally, that each such Stockholder and the ESOP owns, of record and, except for the beneficial interests of the participants and beneficiaries in the shares held of record by the ESOP, beneficially, the number of issued and outstanding shares of the capital stock of the Company set forth on Schedule 5.3 and, except as set forth on Schedule 5.3, thatsuch shares 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, and were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal laws concerning the issuance of securities. None of such shares were issued in violation of any preemptive rights or similar rights of any person. Except as set forth on Schedule 5.3, no option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any shares of its capital stock or obligates any of the Stockholders or the ESOP to transfer any shares of the Company Stock to any person except pursuant to this Agreement.

Capital Stock of the Company i) The authorized capital stock of the Company consists of 2,100,000 shares of Class A Voting Common Stock, no par value per share (the "Voting Stock"), and 500,000 shares of Non-Voting Stock, of which no shares of Non-Voting Stock are issued and outstanding and 2,100,000 shares of Voting Stock, constituting the Shares, are duly authorized and validly issued and outstanding, fully paid and nonassessable, and all the certificates representing the Shares are in the physical possession of the Sellers. Except for the Shares, there are no shares of capital stock of the Company outstanding. None of the Shares have been issued in violation of, or are subject to, any purchase option, call, right of first refusal, preemptive, subscription or similar right under any provision of applicable law, the Articles of Incorporation or By-laws of the Company or any agreement, contract or instrument to which any Seller or the Company is a party or by which any of them or any of their respective properties or assets is bound. There are no outstanding warrants, options, rights, "phantom" stock rights, agreements, convertible or exchangeable securities or other commitments. There are no equity securities of the Company reserved for issuance for any purpose. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of the Company may vote. (ii) The Company's Non-Qualified Stock Option Plan (the "Plan") has been validly terminated and is no longer in force or effect and all options previously issued under the Plan have been validly terminated and are no longer in force or effect. Attached hereto as Schedule 3(e), are the written agreements entered into by each holder of previously issued options regarding termination of his or her options.

Capital Stock of the Company. The authorized capital stock of the Company consists of 1,000 shares of common stock ("Company Common Stock"). As of the date hereof, 100 shares of Company Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Company Common Stock was issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Capital Stock of the Company. As of the date hereof, the authorized capital stock of the Company consists of 75,000,000 shares of Common Stock $.01 par value per share, of which 30,122,477 shares were issued and outstanding and 10,000,000 shares of preferred stock, $.01 par value per share of which no shares were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, and (ii) there are no outstanding convertible debt securities of the Company. As of the Closing Date and before giving effect to the acquisition of Superior Pharmaceutical Company by the Company pursuant to an Agreement and Plan of Merger dated March 7, 1997, as amended (i) the authorized capital stock of the Company will be (x) 75,000,000 shares of Common Stock, $.01 par value per share, of which 30,347,477 shares will be issued and outstanding and (y) 10,000,000 shares of Preferred Stock, $.01 par value per share, of which (A) 50,000 shares have been designated Series A Preferred Stock, of which 41,000 are issued and outstanding, and (B) 7,500 have been designated as Series B Preferred Stock, all of which are issued and outstanding and (ii) the Company has reserved for issuance no more than 11,000,000 shares of Common Stock with respect to the matters described below in clause (i) of this Section.

Capital Stock of the Company. The authorized capital stock of the Company consists of 25,000,000 shares Company of Common Stock, of which 5,090,276 shares are issued and outstanding, and 5,000 shares of preferred stock, US$.001 par value, of which no shares are issued and outstanding. 1,424,033 shares of Company Common Stock are reserved for issuance upon exercise of Company Options under the Company Option Plans. Company Options to acquire 642,227 shares of Company Common Stock are currently both vested and exercisable under the terms of the Company Option Plans. Company Options to acquire 769,806 shares of Company Common Stock are currently not vested under the terms of the Company Option Plans. No shares of the Company's capital stock are issued and held in the treasury of the Company. All of the issued and outstanding shares of the capital stock of the 15 17 Company have been duly authorized and validly issued, are fully paid and nonassessable. All shares of Company Common Stock which may be issued pursuant to the Stock Option Agreement or the exercise of outstanding Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable. All of the issued and outstanding shares of the capital stock of the Company and its Subsidiaries were offered, issued, sold and delivered by the Company and its Subsidiaries in compliance with all applicable state and federal laws concerning the issuance of securities in all material respects. Further, none of such shares was issued in violation of any preemptive rights. Except for the Stockholder Agreement, the Company is not a party to any voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of the Company or any of its Subsidiaries. From the date hereof to the Effective Time, there has been and will be no change in the number of issued and outstanding shares of Company Common Stock or Company Options (except as set forth on Schedule 6.3) other than pursuant to the exercise of options to purchase Company Common Stock issued pursuant to the Company Options and described in this Section 4.4.

Capital Stock of the Company. Shareholder owns the Shares free and clear of any Liens (excluding restrictions imposed by a certain Lock-Up Agreement between Shareholder and Feltl and Company). Shareholder is the lawful recorded and beneficial owner of the Shares. Upon the delivery of the Shares to Buyer, Buyer will acquire the beneficial and legal, valid, and indefeasible title to such Shares, free and clear of all Liens and restrictions on transfer except for restrictions on transfer pursuant to federal and state securities laws.

Capital Stock of the Company. The authorized capital stock of Company is as set forth in Schedule 2.4(i). All of the issued and outstanding shares of the capital stock of Company are owned of record by Stockholders in the amounts set forth in Section 4.1 and further, except as set forth on Schedule 6.3, are 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 the capital stock of Company (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 the Company. The authorized capital stock of Bluebeard's Castle, Inc. consists of 5,000,000 shares of common stock, two-tenths of one cent par value, of which one share is issued and outstanding, and no shares of preferred stock. The authorized capital stock of Castle Acquisition, Inc. consists of 100 shares of common stock, no par value, of which 100 shares are issued and outstanding, and no shares of preferred stock. All of the issued and outstanding shares of the capital stock of the Acquired Companies have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by KCHC or Parent, free and clear of all Encumbrances. All of the issued and outstanding shares of the capital stock of the Acquired Companies were offered, issued, sold and delivered in compliance with all applicable local, state and federal laws concerning the issuance of securities. Further, none of such shares was issued in violation of any preemptive rights. There are no voting agreements or voting trusts with respect to any of the outstanding shares of the capital stock of any Acquired Company.