Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 26,948,955 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 300,000 shares of preferred stock (not including the Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of Designations, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resultin...
Capitalization of the Seller. The Seller’s authorized capital stock consists of 10,000,000 shares of common stock with no par value per share, of which 4,151,192 shares are issued and outstanding.
Capitalization of the Seller. Each Seller's authorized and ---------------------------- outstanding capital stock is set forth in Schedule 2.2. All outstanding shares ------------ of capital stock of each Seller are held of record and beneficially by the Stockholder. All of such shares have been duly and validly issued and are fully paid and nonassessable.
Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of March 10, 1997, (i) 26,864,511 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and (ii) 200,000 shares of preferred stock are issued and outstanding (not including the Preferred Stock and the Series D Preferred Stock). None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the
Capitalization of the Seller. Parent owns 100% of the membership interests of the Seller (the “Seller Membership Interests”). Each such Seller Membership Interest is duly authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. Except as set forth on Section 3.3 of the Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of the Seller, nor are there outstanding any securities which are convertible into or exchangeable for any equity interests in the Seller.
Capitalization of the Seller. The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 31,188,819 shares of Common Stock (not including the Shares) are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 350,000 shares of preferred stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser.
Capitalization of the Seller. The Seller's authorized capital stock consists of 2,000,000 shares of Preferred Stock of which no shares are issued and outstanding (the "Preferred Stock") and 15,000,000 shares of common stock, without par value, of which 1,000 shares are issued and outstanding (the "Common Stock"). The Preferred Stock and the Common Stock are referred to as the "Capital Stock". All the issued and outstanding shares of Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and the issued and outstanding shares of Capital Stock are held of record by the respective shareholders and in the amounts as set forth in Schedule 3.5 hereto. Except as set forth in Schedule 3.5 hereto, there are no outstanding options, warrants or other rights to purchase, obtain or acquire, or any outstanding securities or obligations convertible into or exchangeable for, or any voting agreements with respect to, any shares of capital stock of the Seller or any other securities of the Seller and the Seller is not obligated, now or in the future, continently or otherwise, to issue, purchase or redeem capital stock of the Seller or any other securities of the Seller to or from any person.
Capitalization of the Seller. The Seller's authorized capital stock is described on SCHEDULE A. SCHEDULE A accurately reflects the issued and outstanding capital stock of Seller, and the legal and beneficial owners thereof. All of such issued and outstanding shares have been duly and validly issued and are fully paid and nonassessable.
Capitalization of the Seller. The Seller's authorized capital stock consists of 1,000,000 shares of Common Stock, $.01 par value, of which 55,000 shares are issued and outstanding and held of record and beneficially by the Stockholder. All of such shares have been duly and validly issued, are fully paid and nonassessable and held of record by the Stockholder. No subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Seller is authorized or outstanding and the Seller has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right.
Capitalization of the Seller. (a) The authorized capital stock of the Seller as of the date of this Agreement consists of 100,000,000 shares of common stock, $0.01 par value per share, of which (i) 38,457,500 shares are issued and outstanding, fully paid and nonassessable, and (ii) 10,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are issued and outstanding. At Closing, the authorized capital stock of the Seller shall be 150,000,000 shares of common stock, $0.01 par value per share, and the outstanding equity of the Seller, giving effect to all options, warrants or other rights to purchase shares of the Seller's common stock, shall be held by the persons and in the amounts as set forth in Schedule 3.2(a).
