Capitalization; Options and Other Rights. (a) As of June 4, 1998, the total authorized shares of UVSG consists of 60,000,000 shares of Class A Common Stock, $.01 par value and 30,000,000 shares of Class B Common Stock, $.01 par value (the Class A Common Stock and the Class B Common Stock, together, the "Common Stock"), and 2,000,000 shares of Preferred Stock, par value $.01 per share, of which 24,303,874 shares of Class A Common Stock, 12,373,294 shares of Class B Common Stock and no shares of Preferred Stock were issued and outstanding as of June 4,
Capitalization; Options and Other Rights. (a) The total authorized capital securities of Tyecin consists of (i) Fifty Million shares of voting common stock, no par value, of which, as of the date hereof and as of the Effective Date, Eight Million Four Hundred Forty-Eight Thousand Seven Hundred Eighty-Five (8,448,785) shares are issued and outstanding, are and will be held by those shareholders listed on SCHEDULE 2.2 hereto in such amounts as are set forth on such schedule and such shareholders reside at the address indicated on such schedule, (ii) Five Million shares of voting preferred stock, no par value, of which as of the date hereof, One Hundred Fifty Thousand (150,000) are issued and outstanding and are all held by the Preferred Shareholder, and (iii) Six Hundred Fifty-One Thousand and Twelve (651,012) options to purchase Tyecin Common Stock are (A) issued and outstanding, (B) held by those optionholders listed on SCHEDULE 1.2(D) hereof in such amounts and with the vesting and 9 exercise dates set forth on such schedule and (C) except as set forth on such schedule are qualified options (as defined under the Code) and Four Hundred Thirty-Seven Thousand Four Hundred Ninety-five (437,495) options are reserved for issuance. Except as set forth on SCHEDULE 2.2 or SCHEDULE 1.2(D) hereof, all of the Tyecin Common Stock and Tyecin Preferred Stock have been duly and validly authorized and issued and are fully paid and nonassessable and all of the Tyecin Options have been duly and validly authorized and issued, including authorization of each of the Option Plans by the board of directors of Tyecin and the shareholders of Tyecin within twelve (12) months after adoption thereof by Tyecin; none have been issued in violation of the preemptive rights of any Tyecin Shareholder or Tyecin Optionholder; all were issued in compliance with all applicable Federal and state securities laws and regulations, and are owned free and clear of any liens, security interests, charges, claims, pledges and other encumbrances (the "Liens").
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of Acquired Corp consists of 10,000,000 shares of Acquired Corp Common Stock, of which 10,000,000 shares are issued and outstanding. No shares of preferred stock are authorized. All of the issued and outstanding shares of Acquired Corp Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none of the Acquired Corp Capital Stock will be issued, in violation of the preemptive rights of any Acquired Corp Stockholder. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations.
Capitalization; Options and Other Rights. The total authorized shares of the NAI Contributed Entities and the number of such shares that are issued and outstanding are set forth in the NAI Disclosure Schedule. All of the issued and outstanding shares of capital stock of the NAI Contributed Entities have been duly and validly authorized and issued and are fully paid and nonassessable, and are held of record and beneficially by NAI or by a direct or indirect wholly owned U.S. subsidiary of NAI (or, subject to compliance with the terms and conditions of this Agreement, a U.S. direct or indirect subsidiary of News Corp.) free and clear of any Liens (as hereinafter defined) and Restrictions (as hereinafter defined), with the sole right to vote, dispose of, and receive dividends or distributions with respect to such shares. There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person (as hereinafter defined) any interest in or the right to purchase or otherwise acquire, at any time, or upon the happening of any stated event, any capital stock of the NAI Contributed Entities, whether or not presently issued or outstanding, nor are there any outstanding securities of the NAI Contributed Entities or any other entity which are convertible into or exchangeable for shares of capital stock of the NAI Contributed Entities, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind whatsoever granting to any person any interest in or the right to purchase or otherwise acquire from NAI or any of its affiliates or any other entity any securities so exercisable convertible or exchangeable, nor are there any proxies, agreements or understandings with respect to the voting of such shares. Upon consummation of the Transaction, UVSG will hold, directly or indirectly, of record and beneficially all of the outstanding shares of capital stock of each of the NAI Contributed Entities free and clear of any Liens and Restrictions, with the sole right to vote, dispose of, and receive dividends or distributions with respect to such shares. In this Agreement, any reference to "Restrictions," with respect to any capital stock, partnership interest, membership interest in a limited liability company or other security, shall mean any voting or other trust or agreement, option, warrant, preemptive right, right of first offer, right of first refusal, escrow arrangement, proxy, ...
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the SRP consist of three thousand (3000) shares of its Common Stock, all of which shares are issued and outstanding (the "Common Stock"). All the shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the shares of Common Stock has been issued in violation of the preemptive rights of any stockholder of SRP. All of the shares of Common Stock were issued in compliance in all material respects with all applicable Federal and state securities laws and regulations. Quilni is the owner, beneficially and of record, of all rights, titles and interests in and to the Common Stock, including the Shares, and has good and marketable title thereto, free and clear of all Liens.
Capitalization; Options and Other Rights. (a) The authorized share capital of the Company is NIS 5,000,000, consisting of 10,000,000 Ordinary Shares NIS 0.5 nominal value per share, of which 6,414,949 shares are issued and outstanding as of the date hereof. Schedule A attached hereto (which may be amended as set forth below) sets forth (i) for each outstanding Ordinary Share, the name of the holder of such Ordinary Share, the domicile address of such holder, and the number of Ordinary Shares held by such holder, (ii) for the convertible debenture issued to Private Equity Bridge Invest Ltd. on July 13, 1999 (the "Company Convertible Debenture"), the name of the holder of such Company Convertible Debenture, the domicile address of such holder, and the number of Ordinary Shares issuable upon conversion of the Company Convertible Debenture held by such holder, and (iii) for the rights to purchase or otherwise acquire Ordinary Shares from the Company pursuant to those certain Purchase and Sale Agreements, dated as of April 20, 1999, June 29, 1999 and October 5, 1999, between the buyers party thereto and the Company (the "Company Purchase Rights"), the name of the holders of such Company Purchase Rights, the domicile address of such holders, and the number of Ordinary Shares issuable upon exercise of the Company Purchase Rights held by such holder, in each case as such information appears on the Company's records as of the date hereof. The Company and the Principal Sellers do not have any reason to believe that such information is not accurate. The Company shall notify Purchaser on the Closing Date if the information set forth on Schedule A is not accurate in all respects as of the Closing and shall submit an amended Schedule A based on the actual number of Ordinary Shares and the holders thereof on the Closing Date; provided, that any such amended Schedule A shall not reflect any increase in the number of outstanding Ordinary Shares other than any Ordinary Shares which may be issued after the date of this Agreement upon the exercise of any Company Stock Options disclosed on Schedule B or upon the conversion of the Company Convertible Debenture or upon exercise of the Company Purchase Rights. No Ordinary Shares are held in treasury by the Company or the Subsidiary. As of the date hereof, an indeterminate number of Ordinary Shares are reserved for issuance upon conversion of the Company Convertible Debenture and 624,733 Ordinary Shares are reserved for issuance upon exercise of the Company Purchase Right...
Capitalization; Options and Other Rights. (a) SCHEDULE 2.2(a). The total authorized shares of capital stock of Acquired Corp consist of 25,000,000 shares of Acquired Corp Common Stock, of which 19,716,208 shares are issued and outstanding. No shares of preferred stock are authorized. SCHEDULE 2.2(a) sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records. All of the issued and outstanding shares of Acquired Corp Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of Acquired Corp Capital Stock has been issued, and none of Acquired Corp Capital Stock will be issued, in violation of the preemptive rights of any Acquired Corp Stockholder. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations.
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the Company consists solely of 191,560 shares of Company Common Stock, of which 187,500 shares are issued and outstanding ("Shares"). All the Shares have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Shares has been issued in violation of the preemptive rights of any stockholder of the Company. The Shares were issued in compliance in all material respects with all applicable federal and state securities laws and regulations. There are no options, warrants or other rights to acquire or convert any debt or equity security into Shares or any other capital stock of the Company. The Stockholder owns all the Shares free and clear of all Liens.
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the Company consists of (i) 124,000,000 shares of Company Common Stock, of which 37,022,900 shares are issued and outstanding (the "Outstanding Common Shares") and 38,831,836 shares have been reserved for the conversion of the Company Preferred Stock (the "Reserved Common Shares" and collectively with the Outstanding Common Shares, the "Common Shares"); and (ii) 1,000,000 shares of Company Preferred Stock, of which (A) 46,000 shares have been designated as Series A Preferred Stock and 46,000 shares are issued and outstanding, (B) 47,660 shares have been designated as Series B Preferred Stock and 47,660 shares are issued and outstanding, (C) 56,500 shares have been designated as Series C Preferred Stock and 56,500 shares are issued and outstanding and (D) 200,000 shares have been designated as Series D Preferred Stock and 190,000 shares are issued and outstanding (collectively, the "Preferred Shares"; the Common Shares and the Preferred Shares are collectively referred to herein as the "Shares"). All the Outstanding Common Shares have been duly and validly
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the Company consists of 10,000,000 shares of Company Common Stock, of which 1,000,000 shares are issued and outstanding (the "Outstanding Common Shares"). All the Outstanding Common Shares have been duly and validly authorized and issued and are fully paid and nonassessable. None of the shares of Company Common Stock (the "Shares") has been issued in violation of the preemptive rights of any shareholder of the Company. The Outstanding Common Shares have been issued in compliance in all material respects with all applicable laws, statutes, ordinances, rules, regulations, orders, writs, injunctions, judgments or decrees entered, enacted, promulgated, enforced or issued by any court or other governmental or regulatory authority, domestic or foreign (collectively, "Laws"). The Shareholders own, directly or beneficially, all the Shares and each Shareholder owns, directly or beneficially, such Shares as are indicated opposite such Shareholder's name on Schedule 3.2(a).
