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 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. 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 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 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 capital stock of Newtek consists of 39,000,000 shares of Common Stock, of which 22,212,517 shares are issued and outstanding, and 1,000,000 shares of Preferred Stock, of which none are issued and outstanding. Each outstanding share of Newtek Common Stock has been duly authorized and validly issued and is fully paid and non-assessable, and no Newtek Common Stock has been issued in violation of preemptive or similar rights. Except as set forth in Schedule 4.02, 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 Newtek or, to Newtek's knowledge, any stockholder of Newtek, of any securities or interests of Newtek, nor are there outstanding any securities which are convertible into or exchangeable for shares or equity interests of Newtek. The issuance and sale of all securities of Newtek have been in full compliance in all material 15 <PAGE> respects with the registration requirements of all applicable federal and state securities laws or pursuant to valid exemptions. The shares of Newtek Common Stock to be issued pursuant to this Agreement will be duly authorized and validly issued and (upon delivery to the Exponential Stockholders in accordance with the terms of this Agreement and the Escrow Agreement) will be fully paid, nonassessable, and free of preemptive rights. Section 4.03
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 capital stock of USMetals consists of 100,000,000.00 shares of which (a) 24,200,000.00 common shares, voting, with $0.001 par value, are issued and outstanding, and (b) 75,800,000.00 of which are held as treasury shares. Schedule 4.2 contains a correct and complete list of the names and addresses of all of the shareholders of USMetals and indicates all USMetals Shares owned beneficially and of record by each such shareholder. Each outstanding USMetals Share has been duly authorized and validly issued and is fully paid and nonassessable, and no USMetals Share has been issued in violation of preemptive or similar rights. There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims, or other commitments or rights of any type relating to the issuance, sale, or transfer by USMetals or any USMetals Shareholder of any securities of USMetals, nor are there outstanding any securities which are convertible into or exchangeable for shares of capital stock of USMetals; and USMetals has no obligations of any kind to issue any additional securities. The issuance and sale of all securities of USMetals has been in full compliance with all applicable Federal and State Securities Laws. USMetals does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture, or any other entity or enterprise. USMetals is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution, or otherwise) in any entity.
Capitalization and Security Holders. The authorized capital stock of TWGI consists of 30,000,000 shares of common stock, par value $0.02 per share ("TWGI Common Stock") of which 18,250,000 shares are issued and outstanding. Each share outstanding of TWGI Common Stock and each Affiliate membership interest or equity security has been duly authorized and validly issued and is fully paid and nonassessable, and no TWGI Common Stock has been issued in violation of preemptive or similar rights. Except as set forth in Schedule 4.09, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims, or other commitments or rights of any type relating to the issuance, sale or transfer by TWGI or Affiliates or any of their shareholders or members, respectively, of any securities or interests of TWGI or Affiliates, nor are there outstanding any securities which are convertible into or exchangeable for shares of capital stock of TWGI or for membership interests of the Affiliates; and neither TWGI nor Affiliates have any obligations of any kind to issue any additional securities or to pay for any securities of TWGI or any predecessor. The issuance and sale of all securities of TWGI and Affiliates have been in full compliance in all material respects with the registration requirements of all applicable federal and state securities laws or pursuant to valid exemptions therefrom.
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
