Authorized and Outstanding Capital. The authorized capital stock of the Company consists of 11,000,000 shares of Common Stock, 3,600,000 shares of Series A Preferred and 2,200,000 shares of Series B Preferred. At the close of business on the date of this Agreement (i) 2,821,570 shares of Common Stock are issued and outstanding; (ii) no shares of Common Stock are held by subsidiaries of the Company; (iii) no shares of Common Stock are held in treasury by the Company or by any subsidiary of the Company; (iv) 1,235,000 shares of Common Stock are reserved for issuance upon the exercise of outstanding options to purchase Common Stock under the Stock Plans, (v) no additional shares of Common Stock are reserved for future issuance pursuant to the Stock Plans, (vi) 3,600,000 shares of Series A Preferred are issued and outstanding and (vii) 2,200,000 shares of Series B Preferred are issued and outstanding. All issued and outstanding shares of Common Stock, Series A Preferred and Series B Preferred are validly issued, fully paid and nonassessable and were offered, issued, sold and delivered by the Company in compliance with all applicable Legal Requirements, including all Legal Requirements concerning the issuance of securities. Section 2.3 of the Disclosure Letter sets forth the name of each record holder of Common Stock, Series A Preferred and Series B Preferred and the number of shares of Common Stock, Series A Preferred and Series B Preferred held of record by such holder. If the Closing occurs on or prior to February 2, 2008, all shares of Series A Preferred and Series B Preferred shall have been converted into Common Stock. If the Closing occurs after February 2, 2008, all shares of Series A Preferred Stock shall have been converted into Common Stock. All repurchases of Company
Authorized and Outstanding Capital. The authorized capital stock of the Company consists of 173,975,000 shares, consisting of 124,000,000 shares of Company Common Stock, of which 33,310,294 shares have been issued and are outstanding as of the date of this Agreement, and 49,975,000 shares of Company Preferred Stock, of which 29,239,504 shares have been issued and are outstanding as of the date of this Agreement. The Company Preferred Stock consists of (i) 2,353,000 shares that are designated Series A Preferred Stock, of which 2,352,940 shares have been issued and are outstanding as of the date of this Agreement, (ii) 4,085,000 shares that are designated Series B Preferred Stock, of which 4,032,869 shares have been issued and are outstanding as of the date of this Agreement, (iii) 4,787,000 shares that are designated Series C Preferred Stock, of which 4,786,974 shares have been issued and are outstanding as of the date of this Agreement, and (iv) 38,750,000 shares that are designated Series AA Preferred Stock, of which 18,066,721 shares have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury as of the date of this Agreement. The Company has never declared or paid any dividends on any shares of capital stock of the Company. Part 2.3(a)(i) of the Disclosure Schedule identifies each stockholder of the Company and the number of shares of Company Capital Stock held by such stockholder, as of the date of this Agreement. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (1) none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, or any similar right; (2) none of the outstanding shares of Company Capital Stock is subject to any right of first refusal or similar right in favor of the Company or any other Person; and (3) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Capital Stock. Except as set forth in Part 2.3(a)(iii) of the Disclosure Schedule, the Company does not have the right (other than in connection with the termination of services of or by a former service provider of an Acquired Company), n...
Authorized and Outstanding Capital. The issued share capital of VIMCO Singapore consists of 500,000 ordinary shares, all of which have been fully paid. The authorized capital stock of VESI consists of 100 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding. All of such issued and outstanding shares of the Purchased Companies are owned of record and beneficially by Seller and constitute the Purchased Shares.
Authorized and Outstanding Capital. The Company has agreed to purchase a total of 685,000 Ordinary Shares of the Company from its employees at a price of $4.188 per share. Schedule 3(r)(iii) VALID ISSUANCE; AVAILABLE SHARES; AFFILIATES None. Schedule 3(x) INTELLECTUAL PROPERTY RIGHTS None. Schedule 3(nn) MANAGEMENT None. Schedule 4(t)
Authorized and Outstanding Capital. The authorized capital of SLSC consists of 48,500,000 SLSC Common Shares, par value $0.01 per share, 510,000 shares of Class A Common Stock, and 1,000,000 shares of preferred stock, par value $.01 per share. The issued and outstanding share capital of SLSC will on Closing consist of (i) 518,736 SLSC Common Shares, which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares, and (ii) stock purchase warrants exercisable for 250,000 SLSC Common Shares.
Authorized and Outstanding Capital. The authorized and outstanding capital of the Borrower and each Guarantor is as set out in Schedule “D” and each of the shares indicated in such schedule has been issued and is outstanding as fully paid and non-assessable and none of such shares is subject to any voting trust or shareholders’ agreement.
