Common use of Authorized and Outstanding Capital Stock Clause in Contracts

Authorized and Outstanding Capital Stock. (a) The authorized and outstanding capital stock of the Company is as set forth in Section 3.15(a) of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. Except as set forth in Section 3.15(a) of the Disclosure Schedule, (i) there is neither outstanding nor has the Company or any Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security, and (ii) neither the Company nor any Subsidiary is a party to or is bound by any agreement, put or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security. Between the date of this Agreement and the Merger Closing, the Company will not, and will not permit any Subsidiary to, issue, sell or purchase or agree to issue, sell or purchase any capital stock or any Option Security or Convertible Security of the Company or any Subsidiary. As of the Effective Time, the rights of the holders of all Option Securities and Convertible Securities issued by the Company to exercise or convert such Securities will have been terminated pursuant to the terms thereof. (b) All of the outstanding capital stock of the Company is owned by the Stockholders as set forth in Section 3.15(b) of the Disclosure Schedule, and is, to the Company's knowledge, free and clear of all Liens, except as set forth in Section 3.15(b) of the Disclosure Schedule. To the Company's knowledge, no Person, and no group of Persons acting in concert, owns as much as five percent (5%) of the Company's outstanding Common Stock, and the Company is not controlled by any other Person, except as set forth in Section 3.15(b) of the Disclosure Schedule.

Authorized and Outstanding Capital Stock. (a) The authorized and outstanding capital stock of the Company is as set forth in Section 3.15(a) of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. Except as set forth in Section 3.15(a) of the Disclosure Schedule, (i) there is neither outstanding nor has the Company or any Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security, and (ii) neither the Company nor any Subsidiary is a party to or is bound by any agreement, put or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security. Between the date of this Agreement and the Merger Asset Purchase Closing, the Company will not, and will not permit any Subsidiary to, issue, sell or purchase or agree to issue, sell or purchase any capital stock or any Option Security or Convertible Security of the Company or any Subsidiary. As of the Effective Time, the rights of the holders of all Option Securities and Convertible Securities issued by the Company to exercise or convert such Securities will have been terminated pursuant to the terms thereof. (b) All of the outstanding capital stock of the Company is owned by the Stockholders as set forth in Section 3.15(b) of the Disclosure Schedule, and is, to the Company's knowledge, free and clear of all Liens, except as set forth in Section 3.15(b) of the Disclosure Schedule. To the Company's and the Principal Stockholder's knowledge, no Person, and no group of Persons acting in concert, owns as much as five percent (5%) of the Company's outstanding Common Stock, and the Company is not controlled by any other Person, except as set forth in Section 3.15(b) of the Disclosure Schedule.

Authorized and Outstanding Capital Stock. (a) The authorized and outstanding capital stock of the Company is as set forth in Section 3.15(a) of the Disclosure ScheduleLetter. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. Except as set forth in Section 3.15(a) of the Disclosure ScheduleLetter, (i) there is neither outstanding nor has the Company or any Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security, and (ii) neither the Company nor any Subsidiary is a party to or is bound by any agreement, put agreement or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security. Between the date of this Agreement and the Merger ClosingEffective Time, the Company will not, and will not permit any Subsidiary to, issue, sell or purchase or agree to issue, sell or purchase any capital stock or any Option Security or Convertible Security of the Company or any Subsidiary. As of the Effective Time, the rights of the holders of all Option Securities and Convertible Securities issued by the Company to exercise or convert such Securities will have been terminated pursuant to the terms thereof. (b) All of the outstanding capital stock of the Company is owned by the Stockholders as set forth in Section 3.15(b) of the Disclosure ScheduleLetter, and is, to the Company's knowledge, free and clear of all Liens, except as set forth in Section 3.15(b) of the Disclosure ScheduleLetter. To the Company's knowledge, no Person, and no group of Persons acting in concert, owns as much as five percent (5%) of the Company's outstanding Common Stock, and the Company is not controlled by any other Person, except as set forth in Section 3.15(b) of the Disclosure ScheduleLetter.

Authorized and Outstanding Capital Stock. (a) The authorized and outstanding capital stock of the Company is as set forth in Section 3.15(a) of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. Except as set forth in Section 3.15(a) of the Disclosure Schedule, (i) there is neither outstanding nor has the Company or any Subsidiary agreed to grant or issue any shares of its capital stock or any Option Security or Convertible Security, and (ii) neither the Company nor any Subsidiary is a party to or is bound by any agreement, put agreement or commitment pursuant to which it is obligated to purchase, redeem or otherwise acquire any shares of capital stock or any Option Security or Convertible Security. Between the date of this Agreement and the Merger Closing, the Company will not, and will not permit any Subsidiary to, issue, sell or purchase or agree to issue, sell or purchase any capital stock or any Option Security or Convertible Security of the Company or any Subsidiary. As of the Effective Time, the rights of the holders of all Option Securities and Convertible Securities issued by the Company to exercise or convert such Securities will have been terminated pursuant to the terms thereof. (b) All of the outstanding capital stock of the Company is owned by the Stockholders as set forth in Section 3.15(b) of the Disclosure Schedule, and is, to the Company's knowledge, free and clear of all Liens, except as set forth in Section 3.15(b) of the Disclosure Schedule. To the Company's knowledge, no Person, and no group of Persons acting in concert, owns as much as five percent (5%) of the Company's outstanding Common Stock, and the Company is not controlled by any other Person, except as set forth in Section 3.15(b) of the Disclosure Schedule.