Capital Stock Ownership. The Seller has an authorized capitalization consisting of 47,000,000 shares of common stock, $0.001 par value, and 25,000,000 of preferred stock, $0.001 par value, of which 771,386 shares of common stock and 22,050,794 shares of preferred stock are outstanding as of the Closing Date. Of the 25,000,000 shares of preferred stock, 20,000,00 have been designated as Series A Preferred Stock, and 5,000,000 have been designated Series B Preferred Stock. All outstanding shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights. Except as described above, no shares of capital stock of the Seller are authorized, issued, outstanding or reserved for issuance. Except as disclosed on Schedule 6(v), there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, the Seller, pursuant to which the Seller is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, shares of common stock, any other shares of the capital stock of or other equity or voting interest in, the Seller or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of or other equity or voting interest in, the Seller. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, the Seller. The Seller has no authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Seller on any matter. There are no contracts to which the Seller is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interest in, the Seller or any other person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, the Seller. There are no irrevocable proxies and no voting agreements with respect to any equity o...
Capital Stock Ownership. The total authorized capital stock of On Stage consists of 25,000,000 shares of common stock, par value $.01 per share (of which approximately 7,397,350 shares were issued and outstanding as of July 1, 1998), and 1,000,000 shares of preferred stock, par value $.01 per share (of which no shares are outstanding). As of April 21, 1998, On Stage had outstanding options and warrants to purchase 3,354,820 shares of its common stock and no shares of its preferred stock.
Capital Stock Ownership. All of the Company Shares are owned by the Signatory Equity Holders and held free and clear of any liens, encumbrances and obligations. The Company equity holders are set forth in Schedule 3.2.
Capital Stock Ownership. (i) AASI has authorized capital stock consisting of ten thousand (10,000) shares of common stock, par value one-tenth of One Cent ($0.001) per share, of which Ten Thousand (10,000) shares are presently issued and outstanding and are all held beneficially and of record by Parent. There are no other authorized or outstanding securities of AASI, of any class, kind or character. There are no outstanding subscriptions, options, warrants or other rights, agreements or commitments obligating AASI to issue any additional shares of capital stock of AASI, or any options or rights with respect thereto, or any securities convertible into or exchangeable for any shares of capital stock of AASI.
Capital Stock Ownership. (a) The authorized capital stock of Ferex consists of fifty million (50,000,000) shares of Common Stock, of which 15,925,111 shares are duly and validly issued, outstanding, fully-paid and non-assessable. Except as set forth on SCHEDULE 4.3(a), there are no outstanding shares of any other class of capital stock of Ferex, nor are there any outstanding options, warrants, rights, commitments, preemptive rights, subscriptions or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, exchangeable for or carrying the right to acquire any additional shares of capital stock of any class of Ferex. None of Ferex's capital stock has been issued in violation of any federal or state securities law. Except as set forth on SCHEDULE 4.3(a), there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of any shares of Ferex Common Stock to which the Control Shareholders or to the Knowledge of Ferex or the Control Shareholders, any other holder of capital stock of Ferex is a party.
Capital Stock Ownership. (a) Annex I hereto sets forth (i) the name of each owner of Shares and the number and class of Shares owned by each such stockholder (indicating how many of such Shares are Restricted Shares) and (ii) the name of each holder of Company Options and the number of shares of Company Common Stock subject to such Company Options. There are no shares of capital stock of the Company issued and outstanding other than the Shares, and no shares of capital stock of the Company are held by the Company as treasury shares. The Shares have been duly authorized and validly issued, are fully paid and nonassessable, and are owned, beneficially and of record, free and clear of all Liens, by the stockholders listed on Annex I hereto. Except for this Agreement and for the Company Options disclosed in Annex I hereto, there are no outstanding Options with respect to any shares of capital stock of the Company, and no shares of capital stock of the Company are reserved for issuance except upon exercise of the Company Options. Annex II hereto sets forth the issue date, the exercise price and the vesting schedule for all outstanding Company Options. The shares of Company Common Stock issuable upon exercise of the Company Options have been duly authorized and, when issued in accordance with the terms of the Company Options, will be validly issued, fully paid and nonassessable shares of Company Common Stock.
Capital Stock Ownership. The authorized securities of the Company consists of 10,000,000 shares of Common Stock, $.01 par value, of which, as of the date hereof, 4,850,398 are outstanding. The Company has reserved 596,400 shares of Common Stock for issuance pursuant to stock options which are either outstanding but not yet exercised, or authorized under a stock option plan but not subject to a grant. The Company has no other outstanding stock options, warrants or other convertible securities. Set forth as Exhibit D attached hereto is a list of certain shareholders of the Company.
Capital Stock Ownership. Adaptec shall be satisfied in its sole discretion that it will own at least 80.1% of the outstanding capital stock of Roxio following the IPO. All other conditions to permit the Distribution to qualify under Sections 355 and 368 of the Code as tax-free to Adaptec, Roxio and Adaptec's stockholders shall, to the extent applicable as of the time of the IPO, be satisfied. There shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.
Capital Stock Ownership. The total authorized capital stock of On Stage consists of 25,000,000 shares of Common Stock (of which approximately 7,190,738 shares were issued and outstanding as of December 31, 1997), 1,000,000 shares of preferred stock, par value $.01 per share (of which no shares are outstanding). As of April 21, 1998, On Stage had outstanding options and warrants to purchase 3,354,828 shares of Common Stock. All of On Stage's outstanding shares of Common Stock are and will be, upon consummation of the transactions contemplated by this Agreement, duly and validly authorized and issued, fully paid and non-assessable. Upon completion of this transaction at the Closing, the Seller shall have received valid title to the Shares (which Shares shall represent 2.79% of the 7,397,350 number of shares of On Stage Common Stock then issued and outstanding) free and clear of all Encumbrances (other than restrictions imposed generally by applicable securities laws). The Shares when issued shall be duly and validly authorized and issued, fully paid and non-assessable.
Capital Stock Ownership. As of the date of this Agreement, neither London, its Subsidiaries, any director or officer of London, any Person named on Section 3.20 of the London Disclosure Letter, nor to the knowledge of the London Parties, any other Person who is a Controlled Affiliate (as defined in the form of Shareholder Agreement, which is attached hereto as Exhibit A) Beneficially Owns (as defined in the Shareholder Agreement) any shares of Capital Stock of New York or any other securities convertible into or otherwise exercisable to acquire shares of Capital Stock of New York. Upon the Closing, neither London nor any Controlled Affiliate will Beneficially Own any shares of Capital Stock of UK Holdco or any other securities convertible into or otherwise exercisable to acquire shares of Capital Stock of UK Holdco, except for the Closing Shares.
