Authorized and Outstanding Shares of Capital Stock. After giving effect to the Closing, the authorized capital stock of Company as of July 28, 2000 consists of 40,000,000 shares of Common Stock, $0.001 par value per share, of which 14,919,843 shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which 11,729 shares of Series A 4% Convertible Redeemable Preferred Stock are issued and outstanding and 30,000 shares of Series B 4% Convertible Redeemable Preferred Stock are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional shares of Stock of Company or other securities convertible into shares of equity securities of Company, other than the Common Stock, and (ii) there are no agreements to which Company is a party or, to the knowledge of Company, to which any stockholder or warrant holder of Company is a party, with respect to the voting or transfer of the Stock of Company or with respect to any other aspect of Company's affairs, other than the Stockholders Agreement. Except as set forth on Schedule 4.1, there are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company, other than pursuant to the Transaction Documents. True and correct copies of the certificate of incorporation and by-laws of Company on effect on the date hereof have been delivered to Purchaser.
Authorized and Outstanding Shares of Capital Stock. The authorized capital stock of the Company consists of one hundred million (100,000,000) shares of Common Stock, of which ten million (10,000,000) shares currently are issued and outstanding as of the date hereof. No subscription, warrant, option or other right to purchase or acquire any shares of any class of capital stock of Company or securities convertible into such capital stock is authorized or outstanding, and other than this Agreement there is no commitment of Company to issue any such shares, warrants, options or other such rights or securities. After giving effect to the issuance of the Securities pursuant to this Agreement, an aggregate of 47,056,112 shares of Common Stock will be outstanding, of which the Securities together with other shares of Common Stock beneficially owned by LUK will represent approximately 87.5% of the outstanding shares of Common Stock, unless the number of shares constituting the Securities is reduced pursuant to Section 7.2(c) hereof.
Authorized and Outstanding Shares of Capital Stock. As of December 31, 1999, the authorized capital stock of Company consisted of: (i) 36,000,000 shares of Common Stock, $.01 par value per share, of which 5,684,110 shares were issued and outstanding, (ii) 3,000,000 shares of Series E Convertible Preferred stock, $0.01 par value per share, 214,396 of which are issued and outstanding; (iii) 1,200,000 shares of Series D Convertible Preferred Stock, $0.01 par value per share, 1,073,370 of which are issued and outstanding; (iv) 1,000,000 shares of Series C Convertible Preferred Stock, $0.01 par value per share, 623,339 shares of which are issued and outstanding; and (v) 4,800,000 shares of undesignated Preferred Stock, $0.01 par value per share, none of which are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. There is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional shares of Stock of Company or other securities convertible into shares of equity securities of Company, and (ii) there are no agreements to which Company is a party with respect to the voting or transfer of the Stock of Company. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company. True and correct copies of the certificate of incorporation and by-laws of Company have been delivered to Purchaser.
Authorized and Outstanding Shares of Capital Stock. As of the date hereof, the authorized capital stock of OptiCare consists of 50,000,000 shares of Common Stock, $0.001 par value per share (the "Common Stock"), of which a total of 12,815,092 shares of Common Stock are issued and outstanding, and 5,000,000 shares of Preferred Stock, $0.001 par value per share (the "Preferred Stock"), of which 418,803 shares of Series A Convertible Preferred Stock are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. After giving effect to the transactions to be consummated at or before the Closing, the authorized capital stock of OptiCare will consist of 75,000,000 shares of Common Stock, of which a total of 12,815,042 shares of Common Stock will be issued and outstanding and 5,000,000 shares of preferred stock. All of the shares of Common Stock, Preferred Stock and New Preferred Stock to be issued and outstanding immediately after giving effect to the Closing will, at such time, be validly issued, fully paid and non-assessable. There is no existing option, warrant, call, commitment or other agreement to which OptiCare is a party requiring, and there are no convertible securities of OptiCare outstanding which upon conversion would require, the issuance of any additional shares of stock of OptiCare or other securities convertible into shares of equity securities of OptiCare, other than the New Preferred Stock and the Warrants. There are no agreements to which OptiCare is a party or, to the knowledge of OptiCare, to which any stockholder or warrant holder of OptiCare is a party in its capacity as such, with respect to the voting or transfer of the stock of OptiCare. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of stock by OptiCare, other than pursuant to the Restructuring Documents. True and correct copies of the certificate of incorporation and by-laws of OptiCare, as currently in effect, have been delivered to Palisade.
Authorized and Outstanding Shares of Capital Stock. After giving effect to the Closing, the authorized capital stock of Company consists of 75,000,000 shares of Common Stock of which 11,572,082 shares are issued and outstanding, and 20,000,000 shares of preferred stock, $.01 par value per share, of which no shares are issued and outstanding. All of such issued and outstanding shares are validly issued, fully paid and non-assessable. Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which Company is a party requiring, and there are no convertible securities of Company outstanding which upon conversion would require, the issuance of any additional shares of Stock of Company or other securities convertible into shares of equity securities of Company, other than the Note, (ii) there are no agreements to which Company is a party with respect to the voting or transfer of the Stock of Company, (iii) there are no preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by Company. True and correct copies of the Certificate of Incorporation and by-laws of Company have been delivered to Purchaser.
Authorized and Outstanding Shares of Capital Stock. After giving effect to the Closing, the authorized capital stock of the Company consists of 1,000,000 shares of Common Stock, of which 1,000 shares are issued and outstanding, and 10,000 shares of preferred stock, $0.001 par value per share, of the Company, of which only the shares of Preferred Stock being issued pursuant to this Agreement will be issued and outstanding. All of such issued and outstanding shares, including, without limitation, the 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 Preferred Stock in lieu of cash dividends on the 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 Stockholders 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. True and correct copies of the certificate of incorporation, as amended to the date hereof, and by-laws, as amended to the date hereof, of the Company have been delivered to Noteholders.
Authorized and Outstanding Shares of Capital Stock. After -------------------------------------------------- giving effect to the Closing and the issuance of the Series 1997 Preferred Stock pursuant to this Agreement, as of the Closing Date the authorized capital stock of the Company consists of 21,800,000 shares, of which (a) 20,000,000 shares consist of Common Stock, 10,586,122 of which are issued and outstanding; (b) 800,000 shares consist of Class A Preferred Stock, par value $1.00 per share, none of which are issued and outstanding; and (c) 1,000,000 shares consist of Class B Preferred Stock, par value $1.00 per share ("Class B Preferred Stock"), 152,231 shares of which have been authorized and ----------------------- designated as "Series X," 000,000 of which are issued and outstanding; 100,000 shares of which have been authorized and designated as "Series 1996," all of which are issued and outstanding; 100,000 shares of which have been authorized and designated as "Series 1997," all of which are issued and outstanding; and 4,000 shares of which have been authorized and designated as "Series 1997-A," all of which are issued and outstanding. Except for warrants issuable under the Summa Merger Agreement and except as set forth on Schedule 3.05, (i) no Options ------------- or Convertible Securities are authorized or outstanding, and (ii) there is no commitment of the Company to issue any such Options or Convertible Securities.
Authorized and Outstanding Shares of Capital Stock. (a) As of the date hereof, the authorized capital stock of Buyer Parent consists of 3,000,000 shares of Common Stock, par value $.01 per share (the "Buyer Parent Common Stock"), of which 1,692,476 shares of Buyer Parent Common Stock are issued and outstanding. At the Closing Date, the authorized capital stock of Buyer Parent will consist of 6,000,000 shares of Buyer Parent Common Stock. Except as disclosed on Schedule 4.4(a) to the Buyer Disclosure Letter and except as contemplated by this Agreement, no subscription, warrant, option or other right to purchase or acquire any shares of any class of capital stock of Buyer Parent or securities convertible into such capital stock is authorized or outstanding and there is no commitment of Buyer Parent to issue any such shares, warrants, options or other such rights or securities.
Authorized and Outstanding Shares of Capital Stock. The authorized capital stock of the Company consists of forty million (40,000,000) shares of Common Stock, of which 19,261,365 shares currently are issued and outstanding as of the date hereof. Except for 2,500,000 shares issuable under the Company's Stock Incentive Plan (the "Stock Incentive Plan") and 180,000 shares issuable under the Company's Stock Option Plan for Non-Employee Directors (the "Non-Employee Director Plan"), no subscription, warrant, option or other right to purchase or acquire any shares of any class of capital stock of Company or securities convertible into such capital stock is authorized or outstanding, and other than this Agreement or pursuant to outstanding stock options issued under the Stock Incentive Plan and the Non-Employee Director Plan, there is no commitment of Company to issue any such shares, warrants, options or other such rights or securities.
Authorized and Outstanding Shares of Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value KRW 500 per share, of which 14,510,481 shares of Common Stock are issued and outstanding. All such issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable.
