Common use of Capital Stock; Subsidiaries Clause in Contracts

Capital Stock; Subsidiaries. (a) As of the date hereof (i) the authorized capital stock of the Company consists of 1,678,200 shares of common stock, par value US$0.01 per share, 1,000,000 shares of which are issued and outstanding, and 251,700 shares of non-voting common stock, par value US$0.01 per share, none of which are issued and outstanding; and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding; and (ii) the authorized capital stock of the Subsidiary consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 8,355,000 common shares are issued and outstanding (the "SUBSIDIARY SHARES"); and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding. As of the date hereof, the Company has reserved 251,700 shares of its non-voting common stock for issuance upon exercise of stock options under the Company's stock option plan and the Company has granted options for the purchase of an aggregate of 55,000 shares of the Company's non-voting common stock. As at Closing, all issued and outstanding options for the purchase of non-voting common stock of the Company shall be cancelled, terminated and of no further force or effect. All of the Shares and Subsidiary Shares are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive or similar rights with respect thereto. There are no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company and/or the Subsidiary may vote ("VOTING DEBT") issued or outstanding. As at Closing, there will be no options, warrants, calls, subscriptions or other rights or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company and/or the Subsidiary or obligating the Company and/or the Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interests in, the Company and/or the Subsidiary or securities convertible into or exchangeable for such shares or equity interests or obligating the Company and/or the Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement or commitment. Other than as set forth herein, there are no outstanding contractual obligations of the Company and/or the Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company and/or the Subsidiary. The Seller is the sole stockholder of the Company and beneficially owns the Shares free and dear of any Liens and the Shares were authorized, offered, issued and sold in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws and at the Closing, the Seller shall effectively transfer to the Buyer good and marketable title to all of the Shares owned by the Seller, free and clear of any Liens. The Company is the sole stockholder of the Subsidiary and beneficially owns the Subsidiary Shares free and clear of any Liens; and the Subsidiary Shares were authorized, offered, issued and sold in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws. The stock ledger of each of the Company and the Subsidiary accurately reflects all issuances and transfers of each of the Company's and the Subsidiary's capital stock since the date of its respective incorporation.

Capital Stock; Subsidiaries. (a) As of the date hereof (i) the The authorized capital stock of the Company Southhampton consists of 1,678,200 100,000,000 shares of common stockSouthhampton Common Stock, no par value US$0.01 per share(the "Southhampton Common Stock"), 1,000,000 and 30,000,000 shares of which are Preferred Stock, no par value (the "Southhampton Preferred Stock"). On the date hereof and on the Closing Date, only __________ shares of Southhampton Common Stock, and 5,250,000 shares of Southhampton Preferred Stock will be issued and outstandingoutstanding on a fully-diluted basis, all of which shares have been duly and 251,700 validly issued and are fully paid and nonassessable; and, except for the Warrant and except as set forth on Schedule 3.3A hereto, no shares of non-voting common stock, par value US$0.01 per share, none Southhampton Common Stock are or will be authorized for issuance pursuant to the exercise of which are the stock options and warrants or otherwise. Except for all of the issued and outstanding; and there are no other or outstanding shares of preferred SEI Common Stock (as defined in Section 4.3 below) and as otherwise set forth on Schedule 3.3B, Southhampton (i) does not own, beneficially or of record, any shares or capital stock of, or hold any other equity interest in, any Person, (ii) is not committed to purchase or acquire any such interest, or (iii) is not a participant in any joint venture, partnership or similar arrangement. Except as otherwise set forth on Schedule 3.3A, Southhampton does not have outstanding: (i) any capital stock or other equity securities authorized, issued or outstanding; and (ii) the authorized capital stock of the Subsidiary consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 8,355,000 common shares are issued and outstanding (the "SUBSIDIARY SHARES"); and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding. As of the date hereof, the Company has reserved 251,700 shares of its non-voting common stock for issuance upon exercise of stock options under the Company's stock option plan and the Company has granted options for the purchase of an aggregate of 55,000 shares of the Company's non-voting common stock. As at Closing, all issued and outstanding options for the purchase of non-voting common stock of the Company shall be cancelled, terminated and of no further force or effect. All of the Shares and Subsidiary Shares are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive or similar rights with respect thereto. There are no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company and/or the Subsidiary may vote ("VOTING DEBT") issued or outstanding. As at Closing, there will be no options, warrants, calls, subscriptions or other rights or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company and/or the Subsidiary or obligating the Company and/or the Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interests in, the Company and/or the Subsidiary or securities convertible into or exchangeable for such shares any of its capital stock or equity interests any rights to subscribe for or obligating to purchase, or any options for the Company and/or purchase of, or any agreements (contingent or otherwise) providing for the Subsidiary issuance of, or any calls, commitments or claims of any character relating to, any of its capital stock or any securities convertible into or exchangeable for any of its capital stock; or (ii) any obligation (contingent or otherwise) to grant, extend repurchase or enter into otherwise acquire or retire any such option, warrant, call, subscription of its capital stock or other right, agreement or commitmentobligation evidencing the rights of the holders thereof to purchase any of its capital stock. Other than Except as set forth hereinin Schedule 3.3C, there are no outstanding contractual obligations of the Company and/or the Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company and/or the Subsidiary. The Seller is the sole stockholder of the Company and beneficially owns the Shares free and dear of any Liens and the Shares were authorized, offered, issued and sold not in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws and at the Closing, the Seller shall effectively transfer to the Buyer good and marketable title to all of the Shares owned by the Seller, free and clear of any Liens. The Company is the sole stockholder of the Subsidiary and beneficially owns the Subsidiary Shares free and clear of any Liens; and the Subsidiary Shares were authorized, offered, issued and sold in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws. The stock ledger of each of the Company and the Subsidiary accurately reflects all issuances and transfers of each of the Company's and the Subsidiary's capital stock since effect on the date of its respective incorporationthis Agreement any agreement by Southhampton pursuant to which any holders of securities of Southhampton have a right to cause Southhampton to register such securities under the Securities Act.

Capital Stock; Subsidiaries. (a) As of the date hereof (i) the The authorized capital stock of the Company SEI consists of 1,678,200 10,000 shares of common stockSEI Common Stock, no par value US$0.01 per share(the "SEI Common Stock"). On the date hereof and on the Closing Date, 1,000,000 1,000 shares of SEI Common Stock, all of which are will be directly and beneficially owned by Southhampton, will be issued and outstandingoutstanding on a fully-diluted basis, all of which shares have been duly and 251,700 validly issued and are fully paid and nonassessable; and no shares of non-voting common stock, par value US$0.01 per share, none SEI Common Stock are or will be authorized for issuance pursuant to the exercise of which are the stock options and warrants or otherwise. Except for all of the issued and outstanding; and there are no other or outstanding shares of preferred Antigua Common Stock and as otherwise set forth on Schedule 4.3, SEI (i) does not own, beneficially or of record, any shares or capital stock of, or hold any other equity interest in, any Person, (ii) is not committed to purchase or acquire any such interest, or (iii) is not a participant in any joint venture, partnership or similar arrangement. SEI does not have outstanding: (i) any capital stock or other equity securities authorized, issued or outstanding; and (ii) the authorized capital stock of the Subsidiary consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 8,355,000 common shares are issued and outstanding (the "SUBSIDIARY SHARES"); and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding. As of the date hereof, the Company has reserved 251,700 shares of its non-voting common stock for issuance upon exercise of stock options under the Company's stock option plan and the Company has granted options for the purchase of an aggregate of 55,000 shares of the Company's non-voting common stock. As at Closing, all issued and outstanding options for the purchase of non-voting common stock of the Company shall be cancelled, terminated and of no further force or effect. All of the Shares and Subsidiary Shares are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive or similar rights with respect thereto. There are no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company and/or the Subsidiary may vote ("VOTING DEBT") issued or outstanding. As at Closing, there will be no options, warrants, calls, subscriptions or other rights or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company and/or the Subsidiary or obligating the Company and/or the Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interests in, the Company and/or the Subsidiary or securities convertible into or exchangeable for such shares any of its capital stock or equity interests any rights to subscribe for or obligating to purchase, or any options for the Company and/or purchase of, or any agreements (contingent or otherwise) providing for the Subsidiary issuance of, or any calls, commitments or claims of any character relating to, any of its capital stock or any securities convertible into or exchangeable for any of its capital stock; or (ii) any obligation (contingent or otherwise) to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement or commitment. Other than as set forth herein, there are no outstanding contractual obligations of the Company and/or the Subsidiary to repurchase, redeem repurchase or otherwise acquire or retire any shares of its capital stock or obligation evidencing the rights of the Company and/or the Subsidiaryholders thereof to purchase any of its capital stock. The Seller There is the sole stockholder of the Company and beneficially owns the Shares free and dear of any Liens and the Shares were authorized, offered, issued and sold not in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws and at the Closing, the Seller shall effectively transfer to the Buyer good and marketable title to all of the Shares owned by the Seller, free and clear of any Liens. The Company is the sole stockholder of the Subsidiary and beneficially owns the Subsidiary Shares free and clear of any Liens; and the Subsidiary Shares were authorized, offered, issued and sold in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws. The stock ledger of each of the Company and the Subsidiary accurately reflects all issuances and transfers of each of the Company's and the Subsidiary's capital stock since effect on the date of its respective incorporationthis Agreement any agreement by SEI pursuant to which any holders of securities of SEI have a right to cause SEI to register such securities under the Securities Act.

Capital Stock; Subsidiaries. (a) As of Schedule 3.02 accurately sets forth with respect to the date hereof (i) the Company and each Subsidiary, its authorized capital stock of the Company consists of 1,678,200 shares of common stock, par value US$0.01 per share, 1,000,000 shares of which are issued and outstanding, and 251,700 shares of non-voting common stock, par value US$0.01 per share, none of which are issued and outstanding; and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding; and (ii) the authorized its capital stock of the Subsidiary consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 8,355,000 common shares are issued and outstanding (and its capital stock held in treasury. All the "SUBSIDIARY SHARES"); and there are no other shares of preferred stock or other equity securities authorized, issued or outstanding. As of the date hereof, the Company has reserved 251,700 shares of its non-voting common stock for issuance upon exercise of stock options under the Company's stock option plan and the Company has granted options for the purchase of an aggregate of 55,000 outstanding shares of the Company's non-voting common stock. As at Closing, all issued and outstanding options for the purchase of non-voting common each Subsidiary's capital stock of the Company shall be cancelled, terminated and of no further force or effect. All of the Shares and Subsidiary Shares are duly authorized, validly issued, fully paid, paid and non-assessable and and, except as disclosed in Schedule 3.02, free of any preemptive or similar rights with respect thereto. Schedule 3.02 hereto sets forth a complete and accurate list showing the record and beneficial ownership of the outstanding capital stock of the Company and each Subsidiary. There are no bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders shareholders of the Company and/or the or any Subsidiary may vote ("VOTING DEBTVoting Debt") issued or outstanding. As at ClosingExcept as set forth on Schedule 3.02, there will be are no options, warrants, calls, subscriptions or other rights or other agreements or commitments of any character relating to the issued or unissued capital stock of the Company and/or the or any Subsidiary or obligating the Company and/or the or any Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interests in, the Company and/or the or any Subsidiary or securities convertible into or exchangeable for such shares or equity interests or obligating the Company and/or the or any Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement or commitment. Other than Schedule 3.02 lists the holders of all outstanding options, the number of shares of capital stock of the Company or any Subsidiary subject to such options, the dates when such options are exercisable, the exercise price for such options and whether such options are incentive stock options within the meaning of Section 422 of the Code. Except as set forth hereindisclosed in Schedule 3.02, there are no outstanding contractual obligations of the Company and/or the or any Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company and/or the or any Subsidiary. The Seller is Except for the sole stockholder of Subsidiaries, the Company and beneficially owns the Shares free and dear of does not have any Liens and the Shares were authorizedownership interest, offereddirect or indirect, issued and sold in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws and at the Closing, the Seller shall effectively transfer to the Buyer good and marketable title to all of the Shares owned by the Seller, free and clear of any Liensother business organization or entity. The Company is various Schedules referred to in Article III are collectively referred to as the sole stockholder of the Subsidiary and beneficially owns the Subsidiary Shares free and clear of any Liens; and the Subsidiary Shares were authorized, offered, issued and sold in compliance with all applicable federal, provincial and state securities laws and applicable corporate laws. The stock ledger of each of the Company and the Subsidiary accurately reflects all issuances and transfers of each of the Company's and the Subsidiary's capital stock since the date of its respective incorporation"Disclosure Schedules."