Shares; Capitalization. The authorized capital stock of DSI consists solely of 5,000,000 shares of Common Stock, of which 1,108,900 shares are issued and outstanding and an additional 4,500 shares are expected to be issued and outstanding on the Closing Date (the "DSI Shares") and 2,000,000 shares of preferred stock, none of which is issued or outstanding. Except as set forth in Schedule 2.3, there are no Securities Rights with respect to any DSI Shares nor are there any securities convertible into or exchangeable for any DSI Common Stock or any other Security Rights with respect to any unissued DSI Common Stock. "Securities Right" means any option, warrant, other right, proxy, put, call, demand, plan, commitment, agreement, understanding or arrangement of any kind relating to any DSI Shares. "Security Right" means any right relating to issuance, sale, assignment, transfer, purchase, redemption, conversion, exchange, registration or voting rights with respect to any capital stock of the issuer, whether issued or unissued, or any other security convertible into or exchangeable for capital stock of the issuer conferred by statute, by the issuer's articles of incorporation or by-laws or by agreement, including any subscription right, option preemptive purchase right or registration right. All rights and powers to vote the DSI Shares held by the Principal Shareholders are held exclusively by the respective Principal Shareholders owning such DSI Shares. Except as set forth in Schedule 2.3, all of the DSI Shares are validly issued, fully paid and nonassessable, were not issued in violation of the terms of any agreement or other understanding, and were issued in compliance with all applicable federal and state securities or "blue-sky" laws and regulations.
Shares; Capitalization. The authorized capital stock of ADLT consists of (i) 80,000,000 shares of ADLT Common Stock, of which 16,471,036 were issued and outstanding as of November 10, 1997, and (ii) 1,000,000 shares of Preferred Stock, $.001 par value, none of which is issued and outstanding. On the Effective Date under the Merger Agreement, the ADLT Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, ADLT's Articles of Incorporation or Regulations or any agreement to which ADLT is a party or is bound. The authorized capital stock of Acquisition consists of 850 shares of common stock, of which 100 shares are issued and outstanding.
Shares; Capitalization. (a) The authorized capital stock of the Companies (the "Shares") consists solely of the following: AUTHORIZED SHARES SHARES SHARES SHARES OF ISSUED AND OWNED BY OWNED BY COMPANY COMMON STOCK OUTSTANDING XXXXXX XXXXXX XXXXXXX XXXXXX PAR VALUE ------- ------------ ----------- ------------- -------------- --------- Central 200 100 50 50 No Par Jersey 1,000 1,000 400 600 $1.00
Shares; Capitalization. (a) As of the date hereof, the Company has authorized (i) 640,000,000 shares of Common Stock, (ii) 1,800,000 shares of preferred stock and (iii) 900,000 shares of Series A convertible preferred stock, and all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable, free of all liens, charges and encumbrances and not in violation of or subject to any preemptive or similar rights. Except as otherwise disclosed in the Company SEC Documents or the Draft Filings, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary of the Company (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Company SEC Documents or the Draft Filings and except for such security interests, mortgages, pledges, liens, encumbrances, claims or equities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Shares; Capitalization. The authorized capital stock of RLI consists solely of 56,000 shares of Common Stock, $1.00 par value per share, of which 10,500 shares are issued and outstanding. Except as set forth on Schedule 2.3, there are no Securities Rights with respect to any RLI Shares nor are there any securities convertible into or exchangeable for any RLI Common Stock or any other Security Rights with respect to any unissued RLI Common Stock. "Securities Right" means any option, warrant, other right, proxy, put, call, demand, plan,
Shares; Capitalization. The authorized capital stock of ADLT consists of (i) 80,000,000 shares of ADLT Common Stock, of which there are issued and outstanding 16,446,943 shares plus (A) shares issued upon exercise of options under ADLT's 1995 Incentive Compensation Plan and ADLT's 1997 Employee Stock Purchase Plan since September 22, 1997 and (B) shares issued upon the prior written consent of RLI pursuant to Section 6.1 hereof, and (ii) 1,000,000 shares of Preferred Stock, $.001 par value, none of which is issued and outstanding. On the Closing Date, the ADLT Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, ADLT's Articles of Incorporation or Regulations or any agreement to which ADLT is a party or is bound.
Shares; Capitalization. The authorized capital stock of the Company consists solely of 2,500 shares of common stock, $100 par value per share, of which 450 shares are issued and outstanding. No shares of capital stock are held in the Company's treasury. All of the Shares are owned of record, legally and beneficially by Sellers in amounts set forth on Schedule 4.5 hereof. The Shares are free and clear of any and all Encumbrances, and upon delivery of the Shares hereunder, Buyer will acquire title thereto, free and clear of any and all Encumbrances. Other than voting rights, redemption rights and such other rights conferred by the Company's charter documents and by applicable Georgia statutes, there exist no Securities Rights with respect to the Shares. All rights and powers to vote the Shares are held exclusively by Sellers. All of the Shares are validly issued, fully paid and nonassessable, were not issued in violation of the terms of any agreement or other understanding, and were issued in compliance with all applicable federal and state securities or "blue sky" laws and regulations. The certificates representing the Shares to be delivered to Buyer at the Closing are, and the signatures and endorsements thereof or stock powers relating thereto will be valid and genuine.
Shares; Capitalization. (a) The authorized capital stock of the Company consists solely of 1,000 shares of common stock, no par value per share. The outstanding capital stock of the Company consists solely of 100 shares of common stock (the “Shares”) all of which are owned of record and beneficially by Xx. Xxxxxxxx and Xxx. Xxxxxxxx as joint owners with rights of survivorship.
Shares; Capitalization. (a) Seller is the record and beneficial owner of the Shares, free and clear of any Liens. Seller has the right, authority and power to sell, assign and transfer the Shares to Buyer. Upon delivery to Buyer of certificates for the Shares at the Closing, Buyer’s payment of the Purchase Price and registration of the Shares in the name of Buyer in the stock records of the Company, Buyer, assuming it shall have purchased the Shares for value in good faith and without notice of any adverse claim, shall acquire good, valid and marketable title to the Shares, free and clear of any Liens other than Liens created by Buyer.
Shares; Capitalization. 12 3.4 No Violation of Laws or Agreements; Consents...................13 3.5
