Capitalization and Stock Ownership. Except for Shareholder, no other person or entity owns or holds, has any interest in, whether legal, equitable or beneficial, or has the right to purchase, any capital stock or other security of Company. The Stock, being 10,000 shares, no par value, of common stock, constitutes all issued and outstanding securities of Company, is duly authorized, validly issued, fully paid and nonassessable, and is owned free and clear of any liens, charges, encumbrances, security interests, pledges or any other restrictions whatsoever. At Closing, Company shall have no outstanding subscriptions, options, warrants, calls, contracts, convertible securities or other instruments, agreements or arrangements of any nature whatsoever under which Company is or may be obligated or compelled to issue any capital stock, security or equity interest of any kind, or to transfer or modify any right with respect to any capital stock, security or other equity interest, and, except as set forth on Exhibit 4.2 attached hereto, no one has any pre-emptive rights, right of first refusal or similar rights with respect to the Stock or any equity interest in Company. Neither Company nor Shareholder are a party to any, and there exist no, voting trusts, stockholder agreements, pledge agreements or other agreements relating to or restricting the transferability of any shares of the Stock or equity interests of Company. The Stock has been issued in accordance with all applicable federal and state securities laws.
Capitalization and Stock Ownership. The total authorized capital stock of the Buyer consists of 3,000,000 shares of Class A Common Stock, par value $0.01 per share, 2,001,576 shares of which are issued and outstanding (including the Pamarco Common Stock); 500,000 shares of Class B Common Stock, par value $0.01 per share, 379,225 shares of which are issued and outstanding; 100,000 shares of Class C Common Stock, par value $0.01 per share, none of which is issued and outstanding; and 100,000 shares of Preferred Stock, par value $0.01 per share, none of which is issued and outstanding. The shares of Class A Common Stock being issued by the Buyer to certain of its stockholders on the date hereof is being sold at a price of $15.00 per share, payable in cash. Except for (a) options granted to certain officers of the Buyer and its Affiliates for the purchase of an aggregate of up to 127,000 shares of Class A Common Stock, (b) an option to purchase up to 25,000 shares of Class A Common Stock granted in January 1995 to Ashcon, Inc. in connection with the Dauphin Graphics Machines, Inc. acquisition, (c) the right of the holders of shares of Class B Common Stock to convert such shares at any time into an equal number of shares of Class A Common Stock, (d) the right of the holders of shares of Class C Common Stock to convert such shares into an equal number of shares of Class A Common Stock upon the occurrence of certain events described in Buyer's Certificate of Incorporation, and (e) rights with respect to the outstanding offers by the Company to sell up to 56,162 shares of Class A Common Stock to existing stockholders of the Company, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Buyer. The Pamarco Common Stock to be issued to Seller at the Closing is duly and validly authorized and issued, fully paid and non-assessable. The Buyer has complied with all applicable Laws in connection with the issuance of the Buyer's outstanding capital stock, and none of the Buyer's outstanding capital stock was issued in violation of any Contract binding upon the Buyer. Upon completion of the Transactions at the Closing, the Seller shall receive valid title to all of the Pamarco Common Stock, free and clear of all Encumbrances.
Capitalization and Stock Ownership. The stock interests of the Company is set forth on Schedule 4.4 (all outstanding membership interests of the Company, the “Shares”). Except as set forth on Schedule 4.4 hereto, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company. All of the Shares are duly and validly authorized and issued, fully paid and non-assessable. The Stockholders are the record and sole beneficial owners of all of the Shares in the respective amounts specified on Schedule 4.4, free and clear of all Encumbrances. Upon completion of the transactions at the Closing, the Buyer will receive valid title to all of the Shares, free and clear of all Encumbrances, which shares will represent 100% of the issued and outstanding shares of the Company as of the Closing.
Capitalization and Stock Ownership. The total authorized capital stock of Ensec consists of (a) 20,000,000 shares of Ensec Common Stock, and (b) 3,000,000 shares of Preferred Stock, par value $0.01 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 6,016,250 Ensec Common Shares. Except as listed in the Ensec Disclosure Schedule, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Ensec. The Ensec Disclosure Schedule sets forth, as of the date hereof, as to each option or warrant, the holder, date of grant, exercise price and number of shares subject thereto. All of the issued and outstanding Ensec Common Shares are validly issued fully paid and non-assessable. Following the Effective Time, no options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) will entitle any Person to acquire any securities of the Ensec Surviving Corporation or any subsidiary thereof.
Capitalization and Stock Ownership. The total authorized capital stock of Sentech consists of 20,833,333 shares of Sentech Common Stock, par value $0.00024 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 1,746,381 Sentech Common Shares. Except as listed in the Sentech Disclosure Schedule, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Sentech. The Sentech Disclosure Schedule sets forth, as of the date hereof, as to each option or warrant, the holder, date of grant, exercise price and number of shares subject thereto. All of the issued and outstanding Sentech Common Shares are validly issued, fully paid and non-assessable. Following the Effective Time, no options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) will entitle any Person to acquire any securities of the Sentech Surviving Corporation or any subsidiary thereof.
Capitalization and Stock Ownership. The total authorized capital stock of Sensec consists of (a) 20,000,000 shares of Sensec Common Stock $0.001 par value per share, and (b) 1,000,000 shares of Sensec preferred stock, $0.001 par value per share. As of the date hereof, there are no issued or outstanding capital stock of Sensec. As of the date hereof, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Sensec other than the issuance of Sensec Common Stock upon the consummation of the Transactions. The shares of Sensec to be issued in connection with the Ensec Merger, Sentech Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and shall be registered under Section 12(g) of the Exchange Act. The total authorized capital stock of the Ensec Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of the such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec. The total authorized capital stock of the Sentech Merger Subsidiary consists of 1,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of such capital stock are validly issued, fully paid and non-assessable, and, on the date hereof, are held by Sensec.
Capitalization and Stock Ownership. The total authorized capital stock of Acquiree consists of an unlimited number of common shares. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 2,107 shares of Acquiree Common Shares. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of Acquiree. All of the issued and outstanding shares of Acquiree Common Shares are validly issued, fully paid and non-assessable.
Capitalization and Stock Ownership. (a) The total authorized capital stock of the Company consists of 30,000 shares of Preferred Stock, 6,890 shares of which are issued and outstanding as of the date hereof and 125,000 shares of Common Stock, 98,400 shares of which are issued and outstanding as of the date hereof. Except as specified in Schedule 3.4(a), there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company. All of the outstanding shares of Common Stock and Preferred Stock are duly and validly authorized and issued, fully paid and non-assessable.
Capitalization and Stock Ownership. The units of the LLC, being two (2) units, constituted all issued and outstanding securities of LLC. These two (2) units, along with the additional units to be issued upon Closing of the Contribution (collectively, the "LLC Units"), are (or will be) duly authorized, validly issued, fully paid and nonassessable, and are (or will be ) owned free and clear of any liens, charges, encumbrances, security interests, pledges or any other restrictions whatsoever. The LLC Units are not, and will not be, subject to preemptive or comparable rights. The LLC Units are and will be issued to Dynamic and ACS2 in accordance with all applicable federal and state securities laws, and will continue to be held solely by Dynamic and ACS2 through Closing.
Capitalization and Stock Ownership. The total authorized capital stock of IBUI consists of 349,000,000 shares of IBUI Common Stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $100.00 per share. Of such authorized capital stock, the only issued and outstanding shares on the date hereof are 267,236,029 shares of IBUI Common Stock and 10,000 shares of preferred stock. There are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of IBUI. The IBUI Disclosure Schedule sets forth, as of the date hereof, as to each option or warrant, the holder, date of grant, exercise price and number of shares subject thereto. All of the shares of issued and outstanding shares of IBUI Common Stock are validly issued, fully paid and non-assessable.
