Authorized and Outstanding Stock. 4 2.5 Subsidiaries .........................................................4 2.6
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.
Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized Capital Stock of the Company will consist of (i) 50,000,000 shares of its Common Stock, par value $.01 per share of which 5,650,000 shares are issued and outstanding (the “Common Stock”). Immediately prior to the consummation of the transactions contemplated hereby, the outstanding shares of Common Stock of the Company will be held beneficially and of record by the Company. Schedule 4.3 sets forth the name of each holder of options and warrants for Common Stock, the number of shares for which such options and warrants are exercisable with respect to each holder, along with the applicable vesting schedule, if any, and the exercise price. Except as disclosed in Schedule 4.3 and pursuant to the Purchaser Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of Common Stock of any class or other equity interests of the Company. Except as set forth in Schedule 4.3, the Company has no obligation to purchase, redeem, or otherwise acquire any of its Common Stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of Common Stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable. The offer, issuance, sale and delivery of the Notes and Warrants (and the shares of Common Stock issuable upon conversion or exercise thereon) are or will be, as applicable, exempt from the registration requirements of the Securities Act, as amended and the qualification or registration provisions of applicable state securities laws. Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption. The relative rights, preferences and other terms relating to the Common Stock are as set forth in the Articles attached as Exhibit F hereto, and such rights and preferences are valid and enforceable under Kansas law. There are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company’s Common Stock, other than rights set forth herein or in the Articles of Incorporation. Other than the rights set forth i...
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) consists of 55,000,000 shares of Common Stock and 100,000 shares of the Company’s Preferred Stock, par value $0.01 per share (the “Preferred Stock”).
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) consists of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
Authorized and Outstanding Stock. (a) The authorized capital stock of He-Ro consists of (i) 25,000,000 shares of Common Stock of which 6,717,333 shares are validly issued and outstanding and, based on He-Ro's transfer agent list, as of a date not more than thirty (30) days prior to this Agreement attached hereto as Schedule 2.6(a), held of record by the shareholders set forth thereon; and all shareholders known to He-Ro who own of record in excess of 5% of the Common Stock of He-Ro are set forth on Schedule 2.6(b) (setting forth such person's name, amount of shares of Common Stock owned by such person and the percentage of outstanding Common Stock owned by such person, as calculated in accordance with the proxy rules of the Exchange Act), and (ii) 1,000,000 shares of preferred stock, $.01 par value, none of which are currently outstanding. Except as set forth on Schedule 2.6(c), there are no treasury shares held by He-Ro. All issued and outstanding shares of capital stock of each Subsidiary are duly and validly authorized, validly issued and fully paid and non-assessable. All issued and outstanding shares of capital stock of He-Ro and its Subsidiaries are free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws. A sufficient number of authorized but unissued shares of Common Stock has been reserved for issuance in accordance with the terms of this Agreement. Except as otherwise set forth in Schedule 2.6(c), there are no outstanding warrants, options (including, but not limited to, options granted under the He-Ro's stock option plans), commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands or any character relating to the capital stock or other securities of He-Ro (collectively the "Stock Rights"). Schedule 2.6(c) sets forth a detailed listing of the following items with respect to the Stock Rights: (i) the name of each holder of the Stock Rights, (ii) the number of shares subject to such Stock Rights, (iii) the exercise price for the shares to be issued pursuant to such Stock Rights, (iv) the vesting schedule for such Stock Rights, and (v) any other material information with respect to the Stock Rights. All issued and outstanding shares of Common Stock of He-Ro were issued (i) in transactions duly registered under the Securities Act, or in transactions exempt from the registration provisions of the Securities Act, and (ii) in compliance with or in transactions exempt from the registration ...
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of 750,000 shares of common stock, par value $1.00 per share. As of the date hereof, 333,725 shares of Company Stock were fully paid and outstanding. There are no unsatisfied preemptive rights with respect to the Company Stock.
Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock.
Authorized and Outstanding Stock. The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 650,000 shares are validly issued and outstanding on the date hereof and are held of record and owned beneficially as set forth in Schedule 2.4 hereto; and (ii) 150,000 shares of Preferred Stock, all of which have been designated as Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit A, and of which no shares are issued or outstanding. There are no treasury shares held by the Company. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Purchased Shares and Conversion Shares issued upon conversion of the Purchased Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws and except for those imposed pursuant to this Agreement or any Related Agreement. Except as set forth on Schedule 2.4 hereto, there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands of any character relating to the capital stock or other securities of the Company.
Authorized and Outstanding Stock. After giving effect to the Closing, the authorized Stock of the Company consists of (a) 1,000,000 shares of Common Stock, of which 1,000 shares are issued and outstanding, and (b) 10,000 shares of preferred stock, $0.001 par value per share, of the Company, of which 2,500 shares are designated as the Series A Preferred Stock, of which 1,241.1047 shares will be issued and outstanding after giving effect to the transactions contemplated by this Agreement. All of such issued and outstanding shares, including, without limitation, the December 2001 Preferred Stock, are validly issued, fully paid and non-assessable. Schedule 4.1 hereto contains a complete and correct list of all stockholders of the Company and the number of shares owned by each. Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which the Company is a party requiring, and there are no convertible securities of the Company outstanding which upon conversion would require or permit, the issuance of any additional shares of Stock of the Company or other securities convertible into shares of equity securities of the Company, other than, under certain circumstances, the issuance of Common Stock or the Series A Preferred Stock in lieu of cash dividends on the Series A Preferred Stock and (ii) there are no agreements to which the Company is a party or, to the knowledge of the Company, to which any stockholder or warrant holder of the Company is a party, with respect to the voting or transfer of the Stock of the Company or with respect to any other aspect of the Company's affairs, other than the Stockholder Agreement. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by the Company, other than pursuant to the Transaction Documents.
