Capitalization; Ownership of Stock. As of the date of this Agreement and as of the Closing:
Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stock, par value $0.10, four million six hundred forty five thousand seventeen (4,645,017) shares of which are issued and outstanding, two million forty nine thousand seven hundred fifty eight (2,049,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred Stock"), three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock"), one thousand four hundred (1,400) shares of which are outstanding and none of which are treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser ("Preferred Stock Purchase Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred Stock"), all shares of which are outstanding, (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital Stock"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Agreements of even date herewith between the Purchaser and the Sellers. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.
Capitalization; Ownership of Stock. (a) The authorized capital stock of the Company consists of 5,000 shares of common stock, without par value, all of which are outstanding as of the date hereof. Seller is and will be on the Closing Date the record and beneficial owner of the Stock. Seller holds the Stock free and clear of all Liens. All of the Stock has been duly authorized and validly issued and is fully paid and nonassessable and was issued in compliance with applicable laws. Upon the transfer of the Stock to Buyer on the Closing Date in accordance with Section 1.1, Buyer will receive good and marketable title to the Stock, free and clear of all Liens.
Capitalization; Ownership of Stock. (a) As of the Closing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will consist of 11,960,455 shares of Common Stock, of which 5,064,028 shares will be issued and outstanding, and 5,624,404 shares of Convertible Preferred Stock, all of which will be issued and outstanding. As of the Closing the Company will have authorized and reserved for issuance upon conversion of the Convertible Preferred Shares 5,624,404 shares of Common Stock (subject to adjustment for stock splits, stock dividends and the like) and following the Closing the Company will reserve for issuance upon exercise of the Outstanding Options and options or grants of stock awards under the Company's 1998 Stock Plan (as defined in Section 8.10) 1,272,023 shares of Common Stock (subject in each case to adjustments for stock splits, stock dividends and the like). Except for the Conversion Shares and the 674,000 shares of Common Stock issuable upon exercise of the Outstanding Options, and except as set forth on Schedule 2.3, the Company has not issued or agreed to issue, and is not obligated to issue any warrants, options or other rights to purchase or acquire any shares of its capital stock, nor any outstanding securities (other than the Convertible Preferred Shares) convertible into such shares or any warrants, options or other rights to acquire any such convertible securities, nor to accelerate the vesting of any of the foregoing. As of the Closing, and after giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company (including, without limitation, the Convertible Preferred Shares) will have been duly and validly authorized and issued and will be fully paid and nonassessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws. Except as contemplated herein or described on Schedule 2.3, the Company has not redeemed any capital stock or securities from any shareholder or former shareholder or otherwise repurchased the interest of any equity holder in the Company. The Conversion Shares issuable upon conversion of the Convertible Preferred Shares in accordance with the Charter will, upon issuance, be duly and validly authorized and issued, fully paid and nonassessable and not subject to any preemptive rights and will be issued in compliance with federal and state securities laws. The relative rights, pr...
Capitalization; Ownership of Stock. (a) Schedule 6.2 sets forth, for each Company, (i) the number of authorized shares of stock of such Company, (ii) the number of outstanding Shares of such Company and (iii) the identity of the record owner of the Shares of such Company. All of the issued and outstanding Shares of each Company have been duly authorized, are validly issued, fully paid and nonassessable.
Capitalization; Ownership of Stock. Immediately prior to the Effective Time:
Capitalization; Ownership of Stock. As of August 18, 2000, the authorized capital stock of the Acquiror consists of two hundred million (200,000,000) shares of Common Stock, $0.001 par value per share, and two million (2,000,000) shares of Preferred Stock, $0.001 par value per share. As of the date of this Agreement, the outstanding capital of the Acquiror consists of (a) thirty four million seven hundred forty six thousand ninety (34,746,090) shares of Common Stock, (b) zero (0) shares of Preferred Stock, and (c) options to purchase seven million five hundred thirty three thousand four hundred twenty (7,533,420) shares of Common Stock. The Shares of Acquiror Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and non-assessable.
Capitalization; Ownership of Stock. As of March 31, 2000:
Capitalization; Ownership of Stock. (a) The authorized capital stock of the Company consists of 5,000 shares of Common Stock, $0.01 par value per share, 1,320 of which are issued and outstanding and 28 of which are issued and not outstanding. All of the issued and outstanding Shares are duly and validly issued and outstanding, are fully paid and nonassessable, and were issued pursuant to a valid exemption from registration under the Securities Act of 1933, as amended, and all applicable state securities laws. Except as set forth on SCHEDULE 2.3, there are no outstanding warrants, options, rights, calls or other commitments of any nature relating to the Common Stock or any other capital stock of the Company, and there are no outstanding securities of the Company convertible into or exchangeable for shares of Common Stock or any other capital stock of the Company.
Capitalization; Ownership of Stock. (a) The authorized capital stock of the Company consists of: (i) 4,750,000 shares of Class A non-voting common stock, $1.00 par value, of which 878,512.5 shares are issued and outstanding; and (ii) 250,000 shares of Class B voting common stock, $1.00 par value, of which 46,237.5 shares are issued and outstanding. There are no other authorized classes or series of capital stock or other equity securities of the Company. All of the shares of common stock of the Company, including the Shares were validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder. Sellers’ pro rata Share ownership is set forth on Annex I. There are no outstanding agreements or contracts that require Sellers to sell any shares of common stock of the Company, including the Shares, or that require the Company to issue or sell any shares of capital stock of the Company, including the Shares or any securities convertible into shares of capital stock of the Company, including the Shares. The Shares represent 100% of the outstanding capital stock of the Company.
