Capitalization of Seller. 3.2(a) The authorized capital stock of Seller consists of One Hundred Thousand (100,000) common shares, par value $1.00. There are One Hundred (100) common shares issued and outstanding, all of which are owned of record and beneficially solely by Shareholder. There are no rights or options to acquire capital stock of Seller. All of the issued and outstanding shares of capital stock of Seller have been duly authorized and validly issued and are fully paid and nonassessable. There are no shares of capital stock of Seller held in its treasury.
Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 Seller Shares, of which 17,805,441 Seller Shares were issued and outstanding as of September 30, 2014, and (B) 5,000,000 shares of preferred stock, par value $0.01 per share (“Seller Preferred Stock”), no shares of which are issued and outstanding. As of September 30, 2014, 1,408,785 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable Federal and state securities laws. As of September 30, 2014, 1,185,130 Seller Shares were reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.
Capitalization of Seller. The authorized capital stock of Seller consists of 20,000,000 shares of common stock, $1.00 par value per share and 1,500,000 shares of preferred stock, $10.00 par value per share, of which 13,971,605 shares of common stock and no shares of preferred stock are issued and outstanding, all of which issued and outstanding shares are owned beneficially and of record by Parent. Seller does not own, directly or indirectly, any capital stock, or any other investment in, any other Person (other than receivables in the ordinary course of business of the Tissue Business and other than Excluded Assets).
Capitalization of Seller. All of the issued and outstanding capital stock of Seller is owned of record and beneficially by Shareholder.
Capitalization of Seller. (a) On the date of this Agreement, the authorized capital stock of Seller consists of (i) 15,000,000 shares of Seller Common Stock, of which 6,202,425 shares are issued and outstanding and (ii) 2,500,000 shares of preferred stock, of which 15,000 shares have been designated Seller Preferred Stock, of which 1,793 shares are issued and outstanding. Except for (i) Options listed in the Seller Disclosure Schedule which were granted under the Seller Equity Plans, (ii) the rights created pursuant to this Agreement, (iii) rights created pursuant to the Warrants, (iv) rights created pursuant to the Debentures, and (v) as set forth in Section 3.03 of Seller Disclosure Schedule, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Seller is a party or by which it is bound obligating Seller to issue, sell, deliver, repurchase or redeem or cause to be issued, sold, delivered, repurchased or redeemed any shares of capital stock of, or equity interests in, Seller. All outstanding shares are, and all shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights or rights of first refusal. None of Seller or any of its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of Seller or any of its Subsidiaries. Seller has no stockholder rights plan or agreement in force providing for the issuance to holders of shares of Seller Common Stock or Seller Preferred Stock of rights to purchase or receive stock, cash or other assets upon the acquisition or proposed acquisition of shares of Seller Common Stock or Seller Preferred Stock by a Person (a "RIGHTS PLAN"), nor has Seller's Board of Directors or stockholders ever adopted a Rights Plan.
Capitalization of Seller. As set forth in the independent audit of Seller, attached hereto as Exhibit “D”, Seller is authorized to issue 300,000,000 Shares at $0.001 par value and currently has 15,198,002 Shares issued and outstanding. Seller is authorized to issue 10,000,000 Shares of preferred stock at a par value of $0.001 par value. No preferred stock has been issued or is outstanding. Other than the above referenced common stock, Seller has no other Shares of any kind issued or outstanding nor has it issued any securities convertible into or exchangeable for or carrying the right to acquire any equity security in Seller, nor has Seller any outstanding options, warrants or other Agreements under which Seller is obligated to issue any additional Shares or other securities.
Capitalization of Seller. The percentage ownership interest in Seller held by each Shareholder, is listed in Schedule 2.2 attached hereto.
Capitalization of Seller. Schedule 4.2(a) sets forth a true and complete list of each Person who owns (of record or beneficially) any membership interest or any other equity or ownership interest of Seller (collectively, the “Unitholders”) and the number and type of membership interest or other equity or ownership interests owned of record and/or beneficially by each Unitholder. Other than the membership interests or other equity or ownership interests set forth on Schedule 4.2(a), there are no equity or ownership interests of Seller or securities convertible into equity or ownership interests of Seller or otherwise containing any equity features with respect to Seller (including equity appreciation, phantom equity or similar rights) or any Contracts, subscriptions, options, warrants or other rights or agreements existing or outstanding which provide for the sale, transfer or issuance of any equity or ownership interests of Seller, and there are no Contracts relating to (i) the voting of Seller’s membership interests or other equity or ownership interests or the giving of written consents with respect thereto (including any voting trust agreement or proxy), (ii) the registration, sale or transfer of Seller’s membership interests or other equity or ownership interests (including Contracts relating to rights of first refusal, co-sale rights or “drag-along” rights), (iii) preemptive rights or Contracts with respect to Seller’s membership interests or other equity or ownership interests, or (iv) any similar Contract among Unitholders.
Capitalization of Seller. Schedule 3.2 accurately sets forth the names of the holders of all of the outstanding capital stock of Seller and the number of shares owned by each such stockholder. Each outstanding share of capital stock of Seller has been duly and validly authorized and issued and is fully paid and owned, beneficially and of record, by the stockholder(s) listed on Schedule 3.2.
Capitalization of Seller. (i) As of the date of this Agreement, the authorized capital of Seller consists solely of (A) 25,000,000 Seller Shares, of which 16,999,146 Seller Shares were issued and outstanding and (B) 1,000,000 shares of preferred stock par value $0.01 per share (“Seller Preferred Stock”), no shares of which are issued and outstanding. All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable under the MGCL, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable federal and state securities laws. As of the date of this Agreement, there were (i) 117,807 Seller Shares granted in respect of outstanding Seller Restricted Stock Awards, and (ii) 75,000 Seller Shares reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Plans, and a list of all participants in the Seller Stock Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule.
