Capital Stock of Company. The authorized capital stock of COMPANY is as set forth in Schedule 5.3. All of the issued and outstanding shares of the capital stock of COMPANY are owned by the STOCKHOLDERS in the amounts set forth in Schedule 5.3 and further, except as set forth in Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. The STOCKHOLDERS are the sole stockholders of COMPANY. Except as disclosed in Schedule 5.3 hereto, each STOCKHOLDER has at all times during the two (2) year period immediately preceding the date hereof owned or maintained sole equitable and beneficial interest in all of the issued and outstanding shares of the capital stock of COMPANY as to which such STOCKHOLDER is the registered holder, as set forth in Schedule 5.3 hereto. All of the issued and outstanding shares of the capital stock of COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.
Capital Stock of Company. The authorized capital stock of Company consists of One Million (1,000,000) shares of Preferred Stock of $0.01 par value, non issued and Ninety Nine Million (99,000,000) shares of $0.01 par value common stock (the "Company Common Stock"), of which Forty Four Million, Nine Hundred Sixty Five Thousand, (44,965,724) shares representing the Outstanding Shares are issued and outstanding. All of the Company Common Stock has been validly issued and are fully paid and non-assessable.
Capital Stock of Company. (a) Schedule 4.6(a) sets forth a true and complete list for Company as of Closing of the number of all Stock authorized and issued and outstanding (including a description of the class or series of all such outstanding shares and all Stock issued as a result of the exercise of all Stock Options and Warrants), the record owners thereof and the amount and percentage of ownership of such Stock or equity interests.
Capital Stock of Company. The authorized capital stock of Company consists of 10,000 shares of Company Stock, of which 1,250 shares are issued and outstanding and owned of record and beneficially by Stockholders in the amounts set forth in Section 2.1; and, as of the Closing Date, such shares will be owned free and clear of all mortgages, liens, security interests, pledges, voting trusts, restrictions, encumbrances and claims of every kind (collectively, the "Liens"). All of the issued and outstanding shares of Company Stock (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable. Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder.
Capital Stock of Company. Schedule A hereto sets forth a true and complete list of the number of shares of all capital stock and options authorized, issued and outstanding as of a recent date.
Capital Stock of Company. The authorized capital stock of Company consists of the following:
Capital Stock of Company. The authorized capital stock of Company consists of 15,000,000 shares of Common Stock and 10,830,000 shares of Preferred Stock, of which 7,500,000 shares have been designated Series A Preferred Stock, 2,130,000 shares have been designated Series B Preferred Stock and 1,200,000 shares have been designated Series C Preferred Stock. The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are as stated in the Certificate of Designations. As of the date hereof, one share of Common Stock, no shares of Series A Preferred Stock, 2,130,000 shares of Series B Preferred Stock and 1,200,000 shares of Series C Preferred Stock are issued and outstanding. All the outstanding shares of capital stock of Company have been duly and validly issued and are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act, and any relevant state securities laws or pursuant to valid exemptions therefrom. Other than pursuant to the Transaction Documents, the conversion privileges of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, and, as of the Closing Date, the Durham Subscription Agreement and exercise privileges under the stock option plan of Company substantially in the form of Exhibit L hereto (the "Stock Option Plan"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character issued or authorized by Company relating to the issued or unissued capital stock of Company or obligating Company to issue or sell any shares of capital stock of, or other equity interests in, Company. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except pursuant to the Transaction Documents or otherwise contemplated by this Agreement, there are no outstanding contractual obligations of Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. When issued in accordance with the terms of this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable shares of capital stock of Company, free of any preemptive or similar rights ...
Capital Stock of Company. The Cerner Shares to be ------------------------ purchased by Cerner pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable. The issuance of the Cerner Shares is not subject to preemptive or similar rights and, except as contemplated by the Stockholders' Agreement, holders of the Cerner Shares will not be entitled to any preemptive or similar rights. As of the Closing, after giving effect to the issuance of the Cerner Shares, the authorized capital stock of the Company will consist of 10,000,000 shares of Common Stock, of which 1,248,439 shares of Common Stock will be issued and outstanding in total, of which Avicenna will own 1,000,000. The Company will have outstanding no other shares of capital stock and no securities convertible into or exchangeable for, or warrants, options or other rights to acquire from the Company, or other obligations of the Company to issue, directly or indirectly, any shares of capital stock of the Company, other than the THINC Warrants and the right of Cerner to additional Common Stock set out in Section 2.05 of the Stockholders Agreement. Except as set forth above, no shares of capital stock of the Company have been reserved for issuance for any reason and there are no plans or arrangements in existence relating to the issuance of shares of capital stock of the Company.
Capital Stock of Company. (a) The authorized capital stock of the Company consists of: (i) 5,000,000 shares of preferred stock of the Company, no par value per share, of which no shares are issued and outstanding; and (ii) 25,000,000 shares of common stock, no par value, $.00l stated value per share (the "Common Stock"), of which 13,861,217 shares are issued and outstanding as of the date hereof and all such outstanding shares are validly issued, fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws, or pursuant to valid exemptions therefrom, (iii) 1,000,000 shares of Common Stock reserved for issuance pursuant to the Company's 1995 Long Term Incentive Plan, (iv) 360,000 shares of Common Stock reserved for issuance pursuant to the Company's 1995 Director Option Plan, and (v) 147,000 shares of Common Stock reserved for issuance pursuant to existing non-plan stock options; of which with respect to the 1995 Long Term Incentive Plan, the 1995 Director Option Plan and other non-plan stock options, an aggregate of 1,291,008 options have been granted and are outstanding as of December 31, 2000. A further 362,250 shares of Common Stock are reserved for issuance pursuant to outstanding warrants issued under a certain Common Stock and Warrant Purchase Agreement, dated as of August 31, 1999, as subsequently amended, a further 812,500 shares of Common Stock are reserved for issuance pursuant to outstanding warrants issued under a certain Common Stock and Warrant Purchase Agreement, dated as of February 16, 2001, as subsequently amended, and a further 100,000 shares of Common Stock are reserved for issuance pursuant to an outstanding warrant issued to an executive officer in connection with his employment under Warrant, dated as of July 20, 2001.
Capital Stock of Company. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares and those shares cancelled pursuant to Section 3.1(b), shall automatically be converted into the right to receive, upon surrender of the certificate (a "Certificate") representing such share of Company Common Stock, an amount in cash equal to the Total Per Share Merger Consideration, without interest, as provided herein (subject to the Per Share Escrow Contributions with respect to each such share being deposited with the Escrow Agents and being held and distributed in accordance with the terms of the Escrow Agreements). At the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate shall cease to have any rights with respect thereto, except the right to receive the Total Per Share Merger Consideration with respect to each share represented by such Certificate in accordance with the terms of this Agreement (subject to the Per Share Escrow Contributions with respect to each such share being deposited with the Escrow Agents and being held and distributed in accordance with the terms of the Escrow Agreements).
