Capitalization and Shareholders. (a) As of the date hereof, the authorized capital stock of Company consists of (i) 30,000,000 shares of Company Common Stock, of which 2,388,739 shares are issued and outstanding as of the date hereof, and (ii) 10,000,000 shares of preferred stock, no par value per share, of which none are issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Company Common Stock has been issued in violation of any preemptive rights of current or past shareholders or are subject to any preemptive rights of the current or past shareholders of Company. All of the issued and outstanding shares of Company Common Stock will be entitled to vote to approve this Agreement and the Merger.
Capitalization and Shareholders. The authorized capital stock of the Company consists of 1,000 shares of $0.10 par value common stock, of which 1,000 shares are issued and outstanding and are owned of record by the Stockholders in the respective amounts set forth in Schedule 1. The Stockholders are the only record owners of capital stock or other securities of any kind or class of the Company. (i) None of the Company's capital stock is held in its treasury; (ii) all shares or other interests of the Company's capital stock were legally and validly issued, fully-paid and nonassessable, without violation of any preemptive or dissenters' or similar rights (and no preemptive or other subscriptive rights have ever existed with respect to the Company's capital stock) and in full compliance with federal and state securities laws and other applicable law; (iii) the Company has complied with the terms of its capital stock; (iv) all of the Company's capital stock acquired by it was purchased from funds appropriate for the repurchase of shares of capital stock or other securities and otherwise in accordance with its articles of incorporation, bylaws or other governing instruments and applicable laws; (v) no options, warrants, subscriptions, puts, calls or other rights, commitments, undertakings or understandings to acquire, dispose of or restrict the transfer of, any of the Company's capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into securities of the Company of any kind or class are authorized or outstanding; and (vi) the Company is not subject to any obligation to purchase, redeem or otherwise acquire any of its capital stock or securities (or of any options or rights or obligations described in the preceding sentence) upon the occurrence of a specified event (and assuming that specified time periods have passed and appropriate notices have been given) or otherwise. Neither any act or omission of the Company or the Stockholders or any predecessor in interest, nor the execution, delivery or performance of this Agreement, has resulted in, or will result in, any person having any claim or cause of action whatsoever involving the Company.
Capitalization and Shareholders. 4 4.4 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4.5
Capitalization and Shareholders. Schedule 4.3A lists all shareholders of Allied and the number and class of shares of stock owned by them. Schedule 4.3B lists the Resulting Air-Cure Shareholders of Allied as of the date of this Agreement and assuming the conversion of Allied's 8% Convertible Subordinated Notes (the "Convertible Notes") and also lists the number and class of shares to be owned by them. As provided for in Section 2.1, the Shareholders will provide to Air-Cure an updated Schedule 4.3B which will be true and accurate as of the date provided to Air-Cure and which shall be true and accurate immediately prior to the Effective Time. The Shareholders have, and at Closing all shareholders of Allied will have, good title to all of the Allied Stock of record and beneficially, free and clear of all liens, pledges, claims, contract restrictions and encumbrances of any kind. Otherwise, none of the Allied Stock is subject to any buy-sell agreement or any other contractual right or restriction. No shareholder of Allied has or will be permitted to exercise any preemptive right in connection with the Merger. All issued and outstanding shares of Allied Stock have been duly authorized and validly issued and are fully paid and nonassessable. Allied does not have any other authorized series or class of stock or any other securities of any kind. There are no outstanding subscriptions, options, contracts, commitments, warrants, calls, agreements, understandings or other arrangements or rights of any character affecting or relating in any manner to the issuance of stock or other securities of Allied (whether by subscription, option, exchange, right of conversion, right of refusal or otherwise) or entitling anyone to acquire shares of stock or other securities of any kind of Allied, other than upon conversion of the Convertible Notes.
Capitalization and Shareholders. Set forth on Schedule 3.1(g) is a list and description of the authorized, issued and outstanding capital stock or member interests of each of the Acquired Subsidiaries, all options or warrants to purchase shares of capital stock or member interests of any of the Acquired Subsidiaries, and any securities convertible into shares of capital stock or member interests of any of the Acquired Subsidiaries. Also set forth on Schedule 3.1(g) is a list of the names and addresses of all holders of shares of capital stock or member interests of any of the Acquired Subsidiaries, options or warrants to purchase shares of capital stock or member interests of any of the Acquired Subsidiaries or securities convertible into shares of capital stock or member interests of any of the Acquired Subsidiaries. All Shares are duly and validly issued, fully paid, and owned of record as set forth on Schedule 3.1(g).
Capitalization and Shareholders. Set forth on Schedule 3.1(g) is a list and description of the authorized, issued and outstanding capital stock of each of UK Subsidiary, Korean Subsidiary and Factory Power, all options or warrants to purchase shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power, and any securities convertible into shares of capital stock of either UK Subsidiary, Korean Subsidiary or Factory Power. Also set forth on Schedule 3.1(g) is a list of the names and addresses of all holders of shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power, options or warrants to purchase shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power or securities convertible into shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power. All Shares are duly and validly issued, fully paid, and owned of record as set forth on Schedule 3.1(g).
Capitalization and Shareholders. 16 3.2 Financial................................................................. 16
Capitalization and Shareholders. (a) As of the date hereof, the authorized capital stock of Company consists of (i) 9,000,000 shares of Company Common Stock, of which 1,824,929 shares are issued and outstanding as of September 7, 2004 (ii) 1,000,000 shares of preferred stock, no par value per share, of which none are issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Company Common Stock has been issued in violation of any preemptive rights of current or past shareholders or are subject to ally preemptive rights of the current or past shareholders of Company. All of the issued and outstanding shares of Company Common Stock will be entitled to vote to approve this Agreement and the Merger. Company is the record and beneficial owner of all the issued and outstanding shares of Company Bank, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement or Encumbrances arising under the Securities Act or applicable state securities laws.
Capitalization and Shareholders. (a) The authorized, issued and outstanding share capital or other equity of Seller and each Subsidiary and, to the Knowledge of Seller, of each of Enovatech and Bardray is set forth on Schedule 3.4(a). Except as set forth on Schedule 3.4(a), neither Seller nor any Subsidiary owns any capital stock or any other equity interest in any Person.
Capitalization and Shareholders. Storehouse's authorized capital ------------------------------- stock consists of 500,000 shares of $0.1 par value common stock, of which 131,495 shares are issued and outstanding and are owned of record by the Storehouse Shareholders in the respective amounts and percentages of ownership set forth in Schedule 4.1, and 25,000 shares of no par value Series 1998-A ------------ Preferred Stock of which no shares are issued and outstanding; and 1,000,000 shares of no par value Special Stock of which no shares are issued and outstanding. The Storehouse shareholders listed in Schedule 4.1 are the only ------------ record owners of capital stock or other securities of any kind or class of Storehouse. Except as set forth in Schedule 4.1: (i) no options, warrants, ------------ subscriptions, puts, calls or other rights, commitments, undertakings or understandings to acquire, receive, dispose of or restrict the transfer of, any of Storehouse's capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into securities of any kind or class of Storehouse are authorized or outstanding; and (ii) Storehouse is not subject to any obligation to purchase, redeem or otherwise acquire any of its capital stock or securities (or of any options or rights or obligations described in the preceding clause (i)) upon the occurrence of a specified event (and assuming that specified time periods have passed and appropriate notices have been given) or otherwise. Schedule 4.1 lists each person to whom options, ------------ warrants or other rights to purchase or receive Storehouse capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into securities of any kind or class of Storehouse are currently outstanding, the number of shares evidenced thereby and the exercise prices thereof (and a copy of all option, warrant and other rights agreements relating thereto has been delivered to Xxxx). All of the outstanding shares of Storehouse common stock are duly authorized, validly issued, fully paid and non-assessable, were issued in full compliance with all applicable laws, and were not issued in violation of the preemptive right of any shareholder of Storehouse. Upon the exercise of the options and warrants and the satisfaction of stock bonus and other rights as set forth on Schedule 4.1 prior to the Common Stock Closing, the ------------ Storehouse shares to be issued in connection therewith will b...
