Common use of Authorized and Outstanding Stock Clause in Contracts

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 provisions of applicable state securities or "blue-sky" laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of He-Ro the Company consists of (i) 25,000,000 200 shares of Common Stock Stock, of which 6,717,333 200 shares are validly issued and outstanding andand held of record and owned beneficially by the Persons set forth on Schedule 2.4 attached hereto, based free and clear of all liens, security interests, restrictions on He-Ro's transfer agent listtransfer, as and other encumbrances. Immediately after the Closing, the authorized capital stock of a date not more than thirty the Company will consist of (30a) days prior to this Agreement attached hereto as Schedule 2.6(a)400 shares of Common Stock, 150 of which will be issued and outstanding and 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 Persons set forth on Schedule 2.6(b) 1.4 attached hereto; (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 (iib) 1,000,000 shares of preferred stockSeries A Preferred Stock with the rights, $.01 par value, none terms and privileges set forth in Exhibit B and of which 1,000,000 shares will be issued are currently outstanding. Except outstanding and held of record by the Purchasers as set forth on Schedule 2.6(c)1.1; and (c) 50 shares of Series B Preferred Stock with the rights, there are no treasury terms, and privileges set forth in Exhibit B and of which 50 shares will be issued and outstanding and held of record by He-Rothe Purchasers as set forth on Schedule 1.1 attached hereto. All issued and outstanding shares of capital stock of each Subsidiary are are, and when issued in accordance with the terms hereof, all Securities and the Conversion Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable. All issued assessable 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 laws and except for issuance in accordance with the terms of this those imposed pursuant to any Related Agreement. Except as otherwise set forth in on Schedule 2.6(c)2.4, there are no outstanding warrants, options (including, but not limited to, options granted under the He-Ro's stock option plans)options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands or of 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 RightsCompany. All issued and outstanding shares of Common Stock capital stock of He-Ro the Company 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 provisions of applicable state securities or "blue-sky" laws.

Authorized and Outstanding Stock. (a) The Immediately prior to the Closing, the authorized capital stock of He-Ro the Company consists of (i) 25,000,000 3,000 shares of Common Stock Stock, of which 6,717,333 200 shares are validly issued and outstanding andand held of record and owned beneficially by the Persons set forth on SCHEDULE 2.4 attached hereto, based free and clear of all liens, security interests, restrictions on He-Ro's transfer agent listtransfer, and other encumbrances except as otherwise set forth in SCHEDULE 2.4. Immediately after the Closing, and after giving effect to the stock split described in Section 1.9, the authorized capital stock of a date not more than thirty the Company will consist of (30a) days prior to this Agreement attached hereto as Schedule 2.6(a)10,000,000 shares of Common Stock, 705,500 of which will be issued and outstanding and 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 Persons set forth on Schedule 2.6(bSCHEDULE 1.5 attached hereto; and (b) (setting forth such person's name, amount of 5,000,000 shares of Common Preferred Stock, of which 24,802.5 shall have been designated as Series A Preferred 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)rights, terms and privileges set forth in EXHIBIT A, and (ii) 1,000,000 shares of preferred stock, $.01 par value, none all of which are currently outstanding. Except will be issued and outstanding and held of record by the Purchasers as set forth on Schedule 2.6(c)SCHEDULE 1.1, there are no treasury shares held by He-Roand 24,802.5 of which shall have been designated Series B Preferred Stock. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Securities and all shares of each Subsidiary are Series B Preferred Stock and Common Stock issuable upon conversion of the Series A Preferred Stock and all Warrant Shares issuable upon exercise of the Warrants, will be, duly and validly authorized, validly issued and fully paid and non-assessable. All issued assessable 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 laws and except for issuance in accordance with the terms of this Agreementthose imposed pursuant to any Related Document. Except as otherwise set forth in Schedule 2.6(c)on SCHEDULE 2.4, there are no outstanding warrants, options (including, but not limited to, options granted under the He-Ro's stock option plans)options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands or of 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 Company other material information with respect to the Stock Rightsthan those specifically contemplated by this Agreement. All issued and outstanding shares of Common Stock capital stock of He-Ro the Company 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 provisions of applicable state securities or "blue-sky" laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of He-Ro the Borrower consists of (i) 25,000,000 10,000,000 shares of on Common Stock Stock, of which 6,717,333 7,520,177 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), and held of record and owned beneficially 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 as set forth on Schedule 2.6(b) (setting forth such person's name6.24 attached hereto, amount free and clear of shares of Common Stock owned by such person and the percentage of outstanding Common Stock owned by such personall liens, as calculated in accordance with the proxy rules of the Exchange Act)security interests, restrictions on transfer, and other encumbrances; (ii) 1,000,000 shares of preferred stockNon-Voting Stock, $.01 par value, none $1.00 per share, of which no shares are currently issued and outstanding. Except ; and (iii) 214,000 shares of preferred Stock of which (x) 114,000 shares have been designated as Series A Preferred Stock with the rights, terms and privileges set forth in Exhibit A to the Acquisition Agreement, and of which 114,000 shares are issued and outstanding; and 100,000 shares have been designated as Series B Preferred Stock, par value $.01 per share with the rights, terms and privileges set forth in Exhibit A to the Acquisition Agreement, and of which 100,000 are validly issued and outstanding and held of record and owned beneficially by the shareholders of the Borrower as set forth on Schedule 2.6(c)6.24, there are no treasury shares held by He-Rofree and clear of all liens, security interests, restrictions on transfer and other encumbrances. 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 assessable 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 laws and except for issuance those imposed pursuant to the Acquisition Agreement or any Related Agreement (as defined in accordance with the terms of this Acquisition Agreement). Except as otherwise set forth in on Schedule 2.6(c)6.24, there are no outstanding warrants, options (including, but not limited to, options granted under the He-Ro's stock option plans)options, commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands or of 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 RightsBorrower. All issued and outstanding shares of Common Stock capital stock of He-Ro the Borrower were issued (i) in transactions duly registered under the Securities Act, or in transactions exempt from the registration provisions of the Securities ActAct (as defined in the Acquisition Agreement), and (ii) in compliance with or in transactions exempt from form the registration provisions provision of applicable state securities or "blue-sky" laws.