Capitalization of the Company. The authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, par value $.001 per share, of which 71,238,700 shares are outstanding on execution of this Agreement, and no shares of preferred stock. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable.
Capitalization of the Company. All of the outstanding Membership Interests have been duly authorized and are validly issued, duly paid and non-assessable. None of the Membership Interests were issued in violation of any preemptive or similar rights of any other person or entity, nor in violation of the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable securities laws of any other jurisdiction. Exhibit A hereto sets forth a true, complete and correct list of all of the members of the Company immediately preceding the execution and delivery of this Agreement and the number of Membership Interests owned by each such Member. Except for this Agreement and as described in Schedule 3.3, there are no other agreements, written or oral, between the Company or any Subsidiary and any holder of its respective equity interests, relating to the acquisition, disposition or voting of its equity interests. There are no outstanding subscriptions, options, warrants, calls, commitments or any other agreements of any character obligating the Company or any Subsidiary to issue any equity interests at any time or under any circumstance, including conversion of debt into equity and including any rights to receive securities in any public offering by the Company or its successors, except as disclosed in Schedule 3.3. RGHI owns the Membership Interests reflected as owned by it on Exhibit A hereto, free and clear of all Liens. Upon effectiveness of the BAWAG Interest Transfer Transactions (and in any event as of the time immediately prior to the Merger), RGHI will own the Membership Interests reflected as owned by BOI on Exhibit A hereto, free and clear of all Liens. The Company and each of the Subsidiaries that are subject to such minimum net capital requirements maintains and has at all times maintained net capital in excess of the minimum level(s) of net capital required by the SEC, CFTC, CME or other applicable Governmental Authorities or Self Regulatory Organizations by an amount sufficient in order to avoid the triggering of any "early warning" notification provisions or similar provisions.
Capitalization of the Company. The authorized capital stock of the Company consists of 12,000,000 shares of Company Common Stock and 4,000,000 shares of Series A Preferred Stock, and the Company has no authority to issue any other capital stock. There are 4,651,550 shares of Company Common Stock issued and outstanding and 100,000 shares of Series A Preferred Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person. After the (i) amendment of the Company’s Certificate of Incorporation to provide for a 1.719-for-1 forward stock split (the “Company Stock Split”), and (ii) conversion into shares of Company Common Stock of the outstanding shares of Series A Convertible Preferred Stock, par value $.01 per share (the “Series A Preferred Stock”), and the balance owed under the Company’s outstanding Shareholder Notes (the “Shareholder Notes”), immediately prior to the Effective Time, the Company will have 9,500,000 shares of Company Common Stock outstanding. The offer, issuance and sale of such shares of Company Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Company Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or blue sky law. Except as disclosed in Schedule 2.5, the Company has no outstanding options, rights or commitments to issue Company Common Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company. The Company has received written waivers executed by each of the holders of Series A Preferred Stock providing for the waiver of payment of any and all accrued but unpaid dividends under the terms of the Series A Preferred Stock.
Capitalization of the Company. 2.1 Member Classes There are two (2) classes of Members, Class A and Class B. The Manager shall record the name and address of each of the Members in Appendix B to this Agreement. Member classes shall be allocated as provided below:
Capitalization of the Company. The authorized capital stock of the Company consists of 40,000,000 shares of common stock, par value $.01 per share ("COMMON STOCK"), and 5,000,000 shares of preferred stock, par value $1.00 per share ("PREFERRED STOCK"), of which 10,000 are designated as Series D Participating Convertible Preferred Stock and 150,000 are designated as Series E Participating Convertible Preferred Stock. As of the close of business on June 4, 1999, (i) 11,440,452 shares of Common Stock were issued and outstanding, stock options to purchase an aggregate of 851,152 shares of Common Stock under the Company's Long-Term Stock Incentive Plan (1989) and 1992 Stock Option Plan for Non-Employee Directors (collectively, the "OPTION PLANS") were outstanding, 883,912 shares of Common Stock were reserved for issuance upon conversion of the 7% convertible subordinated notes due May 1, 2005 of the Company (the "CONVERTIBLE NOTES"), and 188,467 shares of Common Stock were reserved for issuance upon conversion of the Series D Participating Convertible Preferred Stock, and (ii) 577.18 shares of Series D Participating Convertible Preferred Stock were issued and outstanding, and 150,000 shares of Series E Participating Cumulative Preferred Stock were reserved for issuance upon exercise of the Rights associated with the Common Stock. All the outstanding shares of the Company's capital stock are, and all shares which may be issued in connection with the Option Plans, the Convertible Notes or the Preferred Shares will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth in this Section 4.05 and for changes since June 4, 1999 resulting from the exercise of employee and director stock options or the conversion of the Preferred Shares and the Convertible Notes outstanding on such date, there are no outstanding (x) shares of capital stock or other voting securities of the Company, (y) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (z) options, warrants or other rights to acquire from the Company, or other obligation of the Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. Except with respect to the Convertible Notes, neither the Company nor any of its subsidiaries has any contractual obligation to repurchas...
Capitalization of the Company. The Company has an authorized capitalization as is set forth in the General Disclosure Package and Final Prospectus.
Capitalization of the Company. The authorized capital of the Company consists, immediately prior to the Closing, of:
Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 30,000,000 shares, of which 5,000,000 shares are classified as Preferred Stock, par value $0.01 per share, and 25,000,000 shares are classified as Common Stock. As of the date hereof, there are no shares of Preferred Stock issued and outstanding, 14,509,666 shares of Common Stock are issued and outstanding (not including 272,700 shares of Common Stock held in the Company's treasury) and 1,225,634 shares of Common Stock are reserved for issuance in connection with the Company's stock option plans (of which options to purchase 682,875 shares of Common Stock are outstanding (the "Outstanding Options")). Except as set forth above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of the Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of the Company, (iii) no options, warrants or other rights to acquire from the Company or any of the Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Subsidiaries or other similar rights (the shares of capital stock, options, warrants, rights, obligations, equity equivalents, and other securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of su...
Capitalization of the Company. The authorized capital stock of the Company consists of 100 Million (100,000,000) shares of Company Common Stock, of which 26,187,000 shares are issued and outstanding and 20 million (20,000,000) shares of preferred stock, $.001 par value per share (“Preferred Stock”), none of which are issued and outstanding. Such outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any natural person, corporation, business trust, association, limited liability company, partnership, joint venture, other entity, government, agency or political subdivision (each, a “Person”). The offer, issuance and sale of such Company Common Stock was (a) exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of the shares of outstanding Company Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. Except as otherwise set forth in this Agreement or any Schedule hereto, the Company has no outstanding options, rights or commitments to issue Company Common Stock or other Equity Securities (as defined below) of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company, except as set forth on Schedule 2.03 attached hereto. For purposes of this Agreement, “Equity Security” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.
Capitalization of the Company. Subject to Section 8.2, the Company is authorized to issue one class of Company Interests. The Company Interests shall be designated as Member Interests, having such rights, powers, preferences and designations as set forth in this Agreement.
