Capitalization and Security Holders. The authorized capital stock of AI consists solely of 1,000 shares of Common Stock, $1.00 par value ("AI Common Shares"); AI has issued and outstanding 129 AI Common Shares, constituting all of the issued and outstanding shares of capital stock of any class of AI; all outstanding AI Common Shares have been validly issued and are fully paid and non-assessable and free of preemptive rights; there are no outstanding subscriptions' options, warrants, puts, calls, agreements, understandings, or other commitments or rights of any type relating to the issuance, sale or transfer by AI of any securities of AI, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of AI; and AI has no obligation of any kind to issue any additional securities. Schedule 2.2.2 accurately sets forth the names and addresses of, the number of AI Common Shares held at the date of this Agreement of record and/or beneficially by, and any AI Common Shares to be issued, sold or otherwise transferred at or prior to the Closing Date to, each and every shareholder of AI. All of such AI Common Shares are owned free and clear of all liens, charges, claims, encumbrances, pledges, security interests, equities and restrictions whatsoever.
Capitalization and Security Holders. Each outstanding share of Seller Stock has been duly authorized and validly issued and is fully paid and non-assessable, and no shares of Seller Stock have been issued in violation of preemptive or similar rights.
Capitalization and Security Holders. The authorized capitalization of SOOUM consists of 5,000,000,000 authorized shares of Common Stock of which approximately 895,527,796 shares of Common Stock will be issued and outstanding at the close of this transaction. Each outstanding share of SOOUM Stock has been duly authorized and validly issued and is fully paid and is non-assessable, and no shares of SOOUM Stock have been issued in violation of preemptive or similar rights. There are no outstanding options, subscriptions, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by SOOUM or, to SOOUM’s knowledge, any holder of SOOUM Stock, of any other securities or interests of SOOUM except shares of SOOUM’s preferred stock. The issuance and sale of all securities of SOOUM have been in full compliance in all material respects with all applicable federal and state securities laws or pursuant to valid exemptions from such laws.
Capitalization and Security Holders. The authorized capitalization of Syprus consists of 100,000,000 authorized shares of Common Stock and 10,000,000 shares of Preferred Stock, of which approximately 20,000,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding as of September 24, 2007. Each outstanding share of Syprus Stock has been duly authorized and validly issued and is fully paid and non-assessable, and no shares of Syprus Stock have been issued in violation of preemptive or similar rights. There are no outstanding options, subscriptions, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Syprus or, to Syprus' knowledge, any holder of Syprus Stock, of any other securities or interests of Syprus, nor are there outstanding any securities which are convertible into or exchangeable for Syprus Stock, or any other equity interests of Syprus. The issuance and sale of all securities of Syprus have been in full compliance in all material respects with all applicable federal and state securities laws or pursuant to valid exemptions from such laws.
Capitalization and Security Holders. The authorized capitalization of MCA consists of 100,000,000 authorized shares of Common Stock and 10,000,000 shares of Preferred Stock, of which approximately 10,515,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding as of March 31, 2006. Each outstanding share of MCA Stock has been duly authorized and validly issued and is fully paid and non-assessable, and no shares of MCA Stock have been issued in violation of preemptive or similar rights. There are no outstanding options, subscriptions, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by MCA or, to MCA's knowledge, any holder of MCA Stock, of any other securities or interests of MCA, nor are there outstanding any securities which are convertible into or exchangeable for MCA Stock, or any other equity interests of MCA. The issuance and sale of all securities of MCA have been in full compliance in all material respects with all applicable federal and state securities laws or pursuant to valid exemptions from such laws.
Capitalization and Security Holders. The authorized capitalization of Gysan consists of 800,000,000 authorized shares of Common Stock and 200,000,000 shares of Preferred Stock, of which approximately 13,616,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding as of October 1, 2012. Each outstanding share of Gysan Stock has been duly authorized and validly issued and is fully paid and non-assessable, and no shares of Gysan Stock have been issued in violation of preemptive or similar rights. There are no outstanding options, subscriptions, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Gysan or, to Gysan's knowledge, any holder of Gysan Stock, of any other securities or interests of Gysan, nor are there outstanding any securities which are convertible into or exchangeable for Gysan Stock, or any other equity interests of Gysan. The issuance and sale of all securities of Gysan have been in full compliance in all material respects with all applicable federal and state securities laws or pursuant to valid exemptions from such laws.
Capitalization and Security Holders. The authorized capitalization of Savvy consists of 550,000,000 authorized shares of Common Stock and 25,000,000 shares of Preferred Stock. Each outstanding share of Savvy Stock has been duly authorized and validly issued and is fully paid and non-assessable, and no shares of Savvy Stock have been issued in violation of preemptive or similar rights. Other than as disclosed in Savvy’s filings with the U.S. Securities and Exchange Commission, there are no outstanding options, subscriptions, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Savvy or, to Savvy’s knowledge, any holder of Savvy Stock, of any other securities or interests of Savvy, nor are there outstanding any securities which are convertible into or exchangeable for Savvy Stock, or any other equity interests of Savvy. The issuance and sale of all securities of Savvy have been in full compliance in all material respects with all applicable federal and state securities laws or pursuant to valid exemptions from such laws.
Capitalization and Security Holders. The authorized capital stock of Xxxxxxxx consists solely of 3000 shares of Common Stock, $0.01 par value ("Common Shares"); Xxxxxxxx has issued 168 Common Shares, of which 168 Common Shares are outstanding, constituting all of the issued and outstanding shares of capital stock of any class of Xxxxxxxx. All outstanding Common Shares have been validly issued and are fully paid and non-assessable and free of preemptive rights. All of the ownership interests in Xxxxxxxx are owned by the persons listed in Schedule 3.2.2. 3.2.3
Capitalization and Security Holders. The authorized capital stock of the Company consists solely of 166,667 shares of common stock, $18 par value per share, of which all of the shares are issued and outstanding. All of the outstanding shares of common stock of the Company have been validly issued and are fully paid and non-assessable. Except for this Agreement and as otherwise set forth on Schedule 3.4, (i) there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, or other commitments or rights of any type relating to the issuance, sale or transfer by the Company of any securities of the Company, (ii) there are no outstanding securities which are convertible into or exchangeable for any shares of capital stock of the Company; and (iii) the Company has no obligation of any kind to issue any additional securities. None of the shares of Company capital stock outstanding was issued in violation of the preemptive right of any person or any agreement or law by which the Company at the time of issuance was bound.
Capitalization and Security Holders. The authorized capital stock of Avtech consists solely of 1,500,000 shares of Common Stock, no par value and options for 150,000 additional 2
