Capitalization and Ownership of Shares. The authorized capital stock of the Company consists of 20,000,000 shares of common stock, $0.50 par value per share. As of the date hereof, (i) 7,161,247 shares of common stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) zero (0) shares of common stock were held in the treasury of the Company or by Company Subsidiaries, (iii) 3,000 shares of common stock were reserved for issuance under the 1995 Non-Employee Director Stock Plan, (iv) 222,524 shares of common stock were reserved for issuance pursuant to stock options granted and outstanding under the Company 1985 Stock Incentive Plan and the Company 1995 Stock Incentive Plan (the "Stock Option Plans") and (v) 169,000 shares of common stock were reserved for issuance pursuant to options granted under agreements entered into other than pursuant to the Stock Option Plans. All shares of common stock subject to issuance as specified above are accounted for in Schedule 4.4 and, all outstanding shares of capital stock of the Company are, and all shares which may be issued upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. Other than as set forth in the second sentence hereof or in Schedule 4.4, there are no outstanding Contracts, subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer by the Company of any securities of the Company, nor are there outstanding or reserved for issuance, shares of capital stock or other voting securities of the Company or any securities which are convertible into or exchangeable for any shares of capital stock of the Company, and neither the Company nor any of its Subsidiaries has any obligation of any kind to sell or issue any additional securities or to pay for, repurchase or otherwise acquire any securities of the Company. There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any of the Company Subsidiaries. The Company has no agreement, arrangement or understandings to register any securities of the Company or any of its Subsidiaries under the United States Securities Act of 1933, as amended (the "Securities Act"),...
Capitalization and Ownership of Shares. (a) The authorized capital stock of Holdings consists solely of 200,000 shares of common stock, par value $1.00 per share, of which only 106,552 shares of common stock are issued and outstanding. As of the date hereof, the authorized capital stock of Services consists solely of 5,000,000 shares of common stock, par value $0.01 per share, of which only 3,211,481 shares of common stock are issued and outstanding. All of the issued and outstanding shares of capital stock of Holdings and all of the shares of authorized capital stock of Services referred to in this paragraph (a) have been duly authorized and is validly issued, fully paid and nonassessable.
Capitalization and Ownership of Shares. The authorized capital stock of the Company consists of (a) 100,000,000 shares of Company Common Stock, of which as of the date hereof, 23,492,608 shares are issued outstanding, and (b) 62,800,000 shares of Company Preferred Stock, of which (i) 31,400,000 shares have been designated as Series 1 Preferred Stock, of which as of the date hereof 24,943,799 shares are issued outstanding, (ii) 31,400,000 shares have been designated as Series 2 Preferred Stock, of which as of the date hereof 24,943,799 shares are issued outstanding. All of the issued and outstanding shares of Company Stock have been, and all of the shares of Company Stock that may be issued pursuant to the exercise of any Option granted under the Option Plan or pursuant to the exercise of any outstanding Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable. Except for the Options, restricted stock units (“RSUs”) and Warrants listed on the Securityholder Schedule, no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding. From and after the Effective Time, no holder of any Option, RSU or Warrant will have the right to any consideration with respect thereto, except as set forth in this Agreement. The Company does not have any obligation (whether written, oral, contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company. The Company does not have any obligation (whether written, oral, contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. All of the issued and outstanding shares of Company Stock have been offered, issued and sold by the Company in compliance with all Legal Requirements applicable to the Company.
Capitalization and Ownership of Shares. (a) The authorized capital stock of the Company (immediately prior to the Closing) consists of (a) 2,372,151 shares of Company Common Stock, of which, as of the date of this Agreement, 368,852 shares are issued and outstanding, and (b) 739,591 shares of Company Preferred Stock of which, as of the date of this Agreement, 733,591 shares are issued and outstanding. The Company’s 739,591 shares of authorized Preferred Stock consists of 4,000 shares of Series A Convertible Preferred Stock, $0.01 par value, all of which, as of the date of this Agreement, are issued and outstanding, 6,000 shares of Series B Preferred Stock, $0.01 par value, of which, as of the date of this Agreement, no shares are issued or outstanding, 5,720 shares of Series C Convertible Preferred Stock, $0.01 par value, all of which, as of the date of this Agreement, are issued and outstanding, 243,950 shares of Series D Convertible Preferred Stock, $0.01 par value, all of which, as of the date of this Agreement, are issued and outstanding, 157,770 shares of Series E Convertible Preferred Stock, $0.01 par value, all of which, as of the date of this Agreement, are issued and outstanding, and 322,151 shares of Series F Convertible Preferred Stock, $0.01 par value, all of which, as of the date of this Agreement, are issued and outstanding. Prior to the Effective Time (i) each outstanding share of the Company’s Series A Preferred Stock and Series C Preferred Stock shall have been converted, in accordance with the terms of the Company’s Articles of Organization, into 20 shares of Company Common Stock, and (ii) each outstanding share of the Company’s Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall have been converted, in accordance with the terms of the Company’s Articles of Organization, into 1 share of Company Common Stock. Immediately prior to the Effective Time there will be no outstanding shares of Company Preferred Stock. As of the date of this Agreement, there were outstanding Company Options to purchase an aggregate of 347,894 shares of Company Common Stock (of which options to purchase an aggregate of 347,894 shares of Company Common Stock were exercisable or will become exercisable prior to the Effective Time). As of the date of this Agreement, there were outstanding warrants to purchase 83,333 shares of Company Common Stock (all of which warrants were exercisable) (collectively, the “Warrants”) as follows: (a) warrants to purchase 83,333 shares of Com...
Capitalization and Ownership of Shares. The authorized capital stock of Biglari Capital consists of 100,000 shares of common stock, no par value, of which 1,000 shares are issued and outstanding. All of Biglari Capital’s issued and outstanding capital stock is duly authorized, validly issued, fully-paid and non-assessable. There is no security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (a) calls for the issuance, sale, pledge or other disposition by Biglari Capital of any of its capital stock or any securities convertible into, or other rights to acquire, any such capital stock, (b) relates to the voting or control of such capital stock or rights or (c) obligates Biglari Capital to grant, offer or enter into any of the foregoing. There are no actions, suits, proceedings or claims pending or, to the knowledge of Seller, threatened with respect to or in any manner affecting the ownership by Seller of the Shares or the sale of the Shares by Seller to Purchaser. The Shares are solely owned of record and beneficially by Seller and are free and clear of all Liens and subject to no options, agreements or restrictions with respect to transferability.
Capitalization and Ownership of Shares. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of (a) 99,320,408 shares of Company Common Stock, of which 18,814,879 shares are issued outstanding, (b) 53,720,408 shares of Company Preferred Stock, of which (i) 31,000,000 shares have been designated as Series A Preferred Stock, of which 29,747,864 shares are issued outstanding, (ii) 19,196,753 shares have been designated as Series A-1 Preferred Stock, of which 15,685,684 shares are issued outstanding, and (iii) the remaining 3,523,655 shares are undesignated. All of the issued and outstanding shares of Company Stock have been, and all of the shares of Company Stock that may be issued pursuant to any Option granted under the Option Plan or pursuant to the Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable.
Capitalization and Ownership of Shares. 100% of the outstanding -------------------------------------- capital stock of each Seller is owned, of record and beneficially by Parent.
Capitalization and Ownership of Shares. (a) The Shares, Company Options and Company Warrants constitute 100% of the issued and outstanding Equity Securities of the Company. Section 3.2(a) of the Disclosure Schedule sets forth, as of the date hereof: (i) a true and complete list of the record and beneficial holders of issued and outstanding Shares, number and kind of Shares held and the respective certificate numbers thereof; and (ii) a true and complete list of all outstanding Company Options and Company Warrants, together with all information required to be set forth therein pursuant to Section 3.2(c).
Capitalization and Ownership of Shares. (a) The authorized capital stock of the Company consists of (i) 400,000,000 shares of Company Common Stock, 54,766,820 shares of which are issued and outstanding as of the date of this Agreement, (ii) 4,600,000 shares of Company preferred stock, par value US $0.01 per share, none of which are issued and outstanding, and (iii) 400,000 shares of Company Series A junior participating preferred stock, par value US $0.01 per share, none of which are issued and outstanding pursuant to the Rights Agreement (the “Company Rights”).
Capitalization and Ownership of Shares. (a) Seller has good and marketable title to, and owns, the outstanding Shares, free and clear of any and all Encumbrances, and has full right and power and authority to deliver such Shares to the Buyer as contemplated hereby. The Shares are held directly by Seller, for which Advisor acts as investment advisor. Advisor may be deemed to beneficially own such Shares within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by virtue of the voting and dispositive power over such Shares granted by the Seller to Advisor. Seller is not a party to any Contract with respect to any Common Stock of the Company, including any Contract that could require Seller to sell, transfer, or otherwise dispose of any Common Stock other than pursuant to this Agreement and the Transaction Documents. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear of all Encumbrances.
