Capitalization and Stock Ownership. Except for Shareholder, no other person or entity owns or holds, has any interest in, whether legal, equitable or beneficial, or has the right to purchase, any capital stock or other security of Company. The Stock, being 10,000 shares, no par value, of common stock, constitutes all issued and outstanding securities of Company, is duly authorized, validly issued, fully paid and nonassessable, and is owned free and clear of any liens, charges, encumbrances, security interests, pledges or any other restrictions whatsoever. At Closing, Company shall have no outstanding subscriptions, options, warrants, calls, contracts, convertible securities or other instruments, agreements or arrangements of any nature whatsoever under which Company is or may be obligated or compelled to issue any capital stock, security or equity interest of any kind, or to transfer or modify any right with respect to any capital stock, security or other equity interest, and, except as set forth on Exhibit 4.2 attached hereto, no one has any pre-emptive rights, right of first refusal or similar rights with respect to the Stock or any equity interest in Company. Neither Company nor Shareholder are a party to any, and there exist no, voting trusts, stockholder agreements, pledge agreements or other agreements relating to or restricting the transferability of any shares of the Stock or equity interests of Company. The Stock has been issued in accordance with all applicable federal and state securities laws.
Capitalization and Stock Ownership. The total authorized capital stock of Ensec consists of (a) 20,000,000 shares of Ensec Common Stock, and (b) 3,000,000 shares of Preferred Stock, par value $0.01 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 6,016,250 Ensec Common Shares. Except as listed in the Ensec Disclosure Schedule, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Ensec. The Ensec Disclosure Schedule sets forth, as of the date hereof, as to each option or warrant, the holder, date of grant, exercise price and number of shares subject thereto. All of the issued and outstanding Ensec Common Shares are validly issued fully paid and non-assessable. Following the Effective Time, no options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) will entitle any Person to acquire any securities of the Ensec Surviving Corporation or any subsidiary thereof.
Capitalization and Stock Ownership. The total authorized capital stock of Sentech consists of 20,833,333 shares of Sentech Common Stock, par value $0.00024 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 1,746,381 Sentech Common Shares. Except as listed in the Sentech Disclosure Schedule, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Sentech. The Sentech Disclosure Schedule sets forth, as of the date hereof, as to each option or warrant, the holder, date of grant, exercise price and number of shares subject thereto. All of the issued and outstanding Sentech Common Shares are validly issued, fully paid and non-assessable. Following the Effective Time, no options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) will entitle any Person to acquire any securities of the Sentech Surviving Corporation or any subsidiary thereof.
Capitalization and Stock Ownership. The total authorized capital stock of Sensec consists of (a) 20,000,000 shares of Sensec Common Stock $0.001 par value per share, and (b) 1,000,000 shares of Sensec preferred stock, $0.001 par value per share. As of the date hereof, there are no issued or outstanding capital stock of Sensec. As of the date hereof, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Sensec other than the issuance of Sensec Common Stock upon the consummation of the Transactions. The shares of Sensec to be issued in connection with the Ensec Merger, Sentech Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and shall be registered under Section 12(g) of the Exchange Act. The total authorized capital stock of the Ensec Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of the such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec. The total authorized capital stock of the Sentech Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec.
Capitalization and Stock Ownership. The stock interests of the Company is set forth on Schedule 4.4 (all outstanding membership interests of the Company, the “Shares”). Except as set forth on Schedule 4.4 hereto, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company. All of the Shares are duly and validly authorized and issued, fully paid and non-assessable. The Stockholders are the record and sole beneficial owners of all of the Shares in the respective amounts specified on Schedule 4.4, free and clear of all Encumbrances. Upon completion of the transactions at the Closing, the Buyer will receive valid title to all of the Shares, free and clear of all Encumbrances, which shares will represent 100% of the issued and outstanding shares of the Company as of the Closing.
Capitalization and Stock Ownership. The total authorized capital stock of Acquiree consists of 1,500 common shares. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 1,400 shares of Acquiree common stock. Except as set forth on Schedule 4.4, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Acquiree. All of the issued and outstanding shares of Acquiree common stock are validly issued, fully paid and non-assessable.
Capitalization and Stock Ownership. 3.5.1 The total authorized capital stock of Acquiror consists of i) 20 million shares of common stock, ii) 10 million shares of Acquiror Series I Exchangeable Shares, iii) 10 million shares of Acquiror Series II Exchangeable Shares and iv) 10 million shares of Acquiror Preferred Shares. Of such authorized capital stock and immediately prior to the date hereof 2,100,100 shares of Acquiror common stock were issued and outstanding and no Acquiror Series I Exchangeable Shares, Acquiror Series II Exchangeable Shares or Acquiror Preferred Shares were issued and outstanding. At Closing, 2,100,100 shares of Acquiror common stock, 6,500,000 shares of Acquiror Series I Exchangeable Shares and 1,932,000 Acquiror Preferred Shares will be issued and outstanding. All of the currently issued and outstanding shares of Acquiror's common stock are validly issued, fully paid and non-assessable and all of the shares of Acquiror Series I Exchangeable Shares and of Acquiror Preferred Shares issued pursuant to this Agreement will, when issued, have been validly issued, fully paid and non-assessable. Other than as provided for in the Lock-Up Agreement, no transfer or sale restrictions shall be applicable, at the time of issuance. Other than as provided for herein and the Transaction Documents, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Acquiror.
Capitalization and Stock Ownership. (a) The total authorized capital stock of the Company consists of 30,000 shares of Preferred Stock, 6,890 shares of which are issued and outstanding as of the date hereof and 125,000 shares of Common Stock, 98,400 shares of which are issued and outstanding as of the date hereof. Except as specified in Schedule 3.4(a), there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company. All of the outstanding shares of Common Stock and Preferred Stock are duly and validly authorized and issued, fully paid and non-assessable.
Capitalization and Stock Ownership. The total authorized capital ---------------------------------- stock of the Company consists of 40,000 Company Common Shares, of which 32,060 shares are issued and outstanding on the date hereof. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company. All of the Company Common Shares are duly and validly authorized and issued, fully paid and non-assessable. The Disclosure Schedule lists all of the record owners of the Company Common Stock.
Capitalization and Stock Ownership. The total authorized capital ---------------------------------- stock of the Buyer consists of (a) 50,000,000 Buyer Common Shares, of which 18,499,288 shares are issued and outstanding on the date hereof, and (b) 2,000,000 shares of Preferred Stock, par value $0.01 per share, of which 999,554 shares have been designated Series A Convertible Preferred Stock (the "Buyer Convertible Preferred Shares"). Of such authorized Preferred Stock, 749,665 Buyer Convertible Preferred Shares are issued and outstanding on the date hereof. Except as described in the Buyer Disclosure Documents, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Buyer. All of the Buyer Common Shares issuable in connection with the Merger will be, when issued in accordance with the terms thereof, duly and validly authorized and issued, fully paid and non-assessable.
