Common use of Company Capitalization Clause in Contracts

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 shares issued and outstanding as of the date hereof and (ii) 1,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are issued and outstanding as of the date hereof. As of the date hereof, there are no shares of Company Common Stock held in treasury by the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Autologic Information International Inc), Agreement and Plan of Merger (Agfa Corp)

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Company Capitalization. (a) The authorized capital stock of the Company consists solely of is (i) 12,000,000 100,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 shares issued and outstanding as of the date hereof and (ii) 1,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.01 per shareshare (the “Company Preferred Stock” and, none of which are issued and outstanding as of together with the date hereof. As of the date hereof, there are no shares of Company Common Stock held in treasury by Stock, the Company“Company Capital Stock”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Magellan Health Inc)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 50,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 were 23,912,106 shares issued and outstanding as of the date hereof close of business on October 21, 2003, and (ii) 1,000,000 2,000,000 shares of Preferred Stockpreferred stock, $.01 par value $0.01 per share, none of which are issued and or outstanding. Each outstanding as of the date hereof. As of the date hereof, there are no shares share of Company Common Stock held is duly authorized, validly issued, fully paid and nonassessable and was not issued in treasury by the Companyviolation of any preemptive or similar rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (On Technology Corp), Agreement and Plan of Merger (Symantec Corp)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 50,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 were 17,881,594 shares issued and outstanding as of the date hereof February 18, 2002, and (ii) 1,000,000 shares of preferred stock, $0.10 per share (the "Company Preferred Stock"), par value $0.01 per share, none of which there are no shares issued and outstanding as of the date hereofoutstanding. As of the date hereofof this Agreement, there are no shares of Company Common Stock and no shares of Company Preferred Stock held in treasury by the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 40,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 were 8,890,695 shares issued and outstanding as of the date hereof and (ii) 1,000,000 May 29, 2003. All outstanding shares of Preferred StockCompany Common Stock are duly authorized, par value $0.01 per sharevalidly issued, none fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Company or any Contract to which are issued and outstanding as of the date hereofCompany is a party or by which it is bound. As of the date hereofof this Agreement, there are no shares of Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediabin Inc)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 60,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 13,136,124 shares issued and outstanding as of the date hereof and (ii) 1,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are issued and outstanding as of the date hereof. As of the date hereof, there are no shares of Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atlantic Data Services Inc)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 20,000,000 shares of Company Common Stockcommon stock, par value $0.01 0.00001 per shareshare (the “Shares”), of which there are 5,787,970 shares issued and outstanding as of the date hereof and (ii) 1,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.01 0.001 per shareshare (the “Preferred Stock”). As of the close of business on the date of this Agreement, none of which are there were 11,978,532 Shares issued and outstanding as and there were zero shares of the date hereofPreferred Stock issued and outstanding. As of the date hereofof this Agreement, there are no shares of Company Common Stock 8,700 Shares held in treasury by the Company.. The authorized

Appears in 1 contract

Samples: Agreement and Plan of Merger (McLaren Performance Technologies Inc)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 7,500,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 2,723,264 shares issued and outstanding as of the date hereof and (ii) 1,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are issued and outstanding Outstanding Common Stock as of the date hereof. As of the date hereof, there are no shares of Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Milastar Corp)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 shares issued 25,000,000 Shares and outstanding as of the date hereof and (ii) 1,000,000 3,000,000 shares of Preferred Stock, par value $0.01 per share, none of which are issued and outstanding as of the date hereof. As of the date hereof, there are (i) 8,645,084 Shares issued and outstanding and (ii) no shares of Company Common Preferred Stock held in treasury by the Company.issued and

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (FMST Acquisition)

Company Capitalization. (a) The authorized share capital stock of the Company consists solely of (i) 12,000,000 5,300,000,000 shares of Company Class A Common Stock, par value $0.01 per share, of which there are 5,787,970 shares issued and outstanding as of the date hereof and (ii) 1,000,000 595,850,000 shares of Company Class B Common Stock, (iii) 77,000,000 shares of Company Series A Preferred Stock, par value $0.01 per share, none of which are issued and outstanding as of the date hereof. As of the date hereof, there are no (iv) 1,080,000,000 shares of Company Common Series B Preferred Stock, (v) 1,740,000,000 shares of Company Series C Preferred Stock, and (vi) 1,700,000,000 shares of Company Series D Preferred Stock held in treasury by (together, the Company“Company Capital Stock”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Easterly Acquisition Corp.)

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Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 20,000,000 shares of Company Class A Common Stock, par value $0.01 per share, of which there are 5,787,970 7,599,831 shares issued and outstanding as of the date hereof hereof; (ii) 3,000,000 shares of Class B Common Stock of which there are 1,221,715 shares issued and outstanding as of the date hereof; and (iiiii) 1,000,000 shares of Preferred Stock, $1.00 par value $0.01 per share, none of which no shares are issued and outstanding as of the date hereof. As of the date hereof, there are no shares of Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Contribution Agreement (Johnson Outdoors Inc)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 150,000,000 shares of capital stock, all of which is currently classified as Company Common Stock, par value $0.01 per share, of which there are 5,787,970 were 30,950,135 shares issued and outstanding as of the date hereof and (ii) 1,000,000 shares of Preferred StockMarch 19, par value $0.01 per share, none of which are issued and outstanding as of the date hereof2001. As of the date hereofof this Agreement, there are no shares of Company Common Stock held in treasury by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Company Capitalization. (a) The Company has an authorized capital stock of the Company consists solely of capitalization consisting of: (i) 12,000,000 25,000,000 shares of Company Common Stockcommon stock, $.001 par value $0.01 per sharevalue, of which there 13,124,486 shares of common stock are 5,787,970 shares issued and outstanding as of the date hereof and (ii) 1,000,000 5,000,000 shares of Preferred Stockpreferred stock, $.001 par value $0.01 per sharevalue, none of which no shares of preferred stock are issued and outstanding. All such outstanding as of the date hereof. As of the date hereof, there shares have been duly authorized and validly issued and are no shares of Company Common Stock held in treasury by the Companyfully paid and nonassessable.

Appears in 1 contract

Samples: Debenture Purchase Agreement (3d Systems Corp)

Company Capitalization. (a) The authorized capital stock of the Company currently consists solely exclusively of (i) 12,000,000 10,000 shares of Company Common Stock, par value $0.01 per shareof which, on the date of which there this Agreement: (i) 6,500 shares are 5,787,970 shares duly issued and outstanding as of the date hereof outstanding, fully paid and non-assessable; and (ii) 1,000,000 no shares are held in the treasury of Company. The list of registered holders of all outstanding shares of Preferred Stockthe Company Common Stock is attached to Company Schedule 4.5 and is, par value $0.01 per shareas the date of this Agreement, none of which are issued and outstanding will be, as of the date hereof. As of the date hereofClosing Date, there are no shares of Company Common Stock held in treasury by the Companycomplete and accurate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.)

Company Capitalization. (a) The authorized capital stock of the Company consists solely of (i) 12,000,000 50,000,000 shares of Company Common Stock, par value $0.01 per share, of which there are 5,787,970 were 17,881,594 shares issued and outstanding as of the date hereof February 18, 2002, and (ii) 1,000,000 shares of preferred stock, $0.10 per share (the "Company Preferred Stock"), par value $0.01 per share, none of which there ----------------------- are no shares issued and outstanding as of the date hereofoutstanding. As of the date hereofof this Agreement, there are no shares of Company Common Stock and no shares of Company Preferred Stock held in treasury by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cytyc Corp)

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