Issued and Outstanding Stock. 49 7.5 Permits, Authorizations, Consents, Approvals, Notifications, and Filings......................................49 7.6
Issued and Outstanding Stock. Set forth in Schedule 7.4 is an accurate and complete list of the number and class of issued and outstanding shares of stock of the Management Company. Each of the outstanding shares of capital stock has been duly and validly authorized and issued, is fully paid and non-assessable.
Issued and Outstanding Stock. (a) The designation and number of outstanding shares of each class of NTS are 100 common shares having a par value of $1.00 per share, all of which are entitled to vote (the "NTS Common Stock"). The number of shares aforementioned is not subject to change prior to the Effective Date.
Issued and Outstanding Stock. As of the date of this Agreement and ---------------------------- before giving effect to the issuance of the Purchaser's securities hereunder, all of the issued and outstanding capital stock of the Company consists of the following:
Issued and Outstanding Stock. (i) The entire authorized capital stock of the Company currently consists, and immediately prior to the Merger will consist, of 125,000,000 shares of Common Stock of which 46,425,069 shares are issued and outstanding as of the date hereof and 63,091,735 will be issued and outstanding after the conversion of $10,000,000 debt and accrued interest outstanding to Vulcan immediately before the Effective Time, in the manner disclosed in the Schedule of Exceptions (less any shares of Common Stock as to which the holder thereof has perfected its right to obtain the fair value thereof in connection with the Red Wing Transaction and plus any shares of Common Stock issued upon the proper exercise after the date hereof but prior to the Effective Time, of existing employee stock options). Immediately prior to the Effective Time, there are stock options issued to employees and former employees of the Company entitling such holders to purchase an aggregate of 8,073,094 shares of Common Stock upon proper exercise thereof and payment of the exercise price of $.51 per share. All such options are nontransferable and expire 90 days from the termination of the holder's employment with the Company, and at the Effective Time will represent only the right to receive the Merger Consideration Per Share upon proper exercise thereof.
Issued and Outstanding Stock. (i) The entire authorized capital stock of the Company currently consists, and immediately prior to the Merger will consist, of 100,000,000 shares of Common Stock of which 17,328,478.46496 shares are issued and outstanding in the manner disclosed in the Schedule of Exceptions.
Issued and Outstanding Stock. Filipov's Shares have been duly authorized and validly issued and constitute 100% of the total issued and outstanding shares of Capital Stock of FiLCO GmbH on a fully diluted basis, and are fully paid and non-assessable and were not issued in violation of any preemptive rights. Except for Filipov's Shares and Purchaser Shares, there are outstanding (i) no shares of Capital Stock, or other voting securities of FiLCO GmbH; (ii) no securities of FiLCO GmbH convertible into or exchangeable for shares of capital stock, equity interests or other voting securities of FiLCO GmbH; (iii) no subscription rights, options, warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from FiLCO GmbH; and no obligation of FiLCO GmbH to issue or sell, any shares of capital stock, equity interests or other voting securities or any securities of FiLCO GmbH convertible into or exchangeable for such capital stock, equity interests or voting securities, and (iv) no equity equivalents, interests in the ownership or earnings of, or stock appreciation, phantom stock or other similar rights of or with respect to FiLCO GmbH. Upon consummation of the transactions contemplated in this Agreement, Purchaser will acquire good and valid title to the Seller Shares, free and clear of all Liens, and the Seller Shares will be fully paid and non-assessable. Filipov's Shares are not subject to any contract, agreement, or understanding, written or otherwise, which would adversely affect or otherwise prohibit or limit the acquisition of the Seller Shares by the Purchaser. If they are, the agreement(s) providing for the same are attached as Exhibit 2.
Issued and Outstanding Stock. As of the date hereof, the authorized capital stock of CEI consists of 5,850,000 shares of Common Stock, par value $0.25 per share (the "CEI Common Stock"), of which 3,383,144 shares are issued and outstanding.
