Authorized/Outstanding Capital Stock. As of the date hereof, the authorized capital stock of Healthvision consists of 90,000,000 shares of Common Stock, $0.01 par value, of which 31,139,455 shares are issued and outstanding, and 10,000,000 shares of convertible Preferred Stock, $0.01 par value, consisting of 4,028,000 authorized shares of Series A Stock, 2,205,000 of which are outstanding, and which are convertible into 8,820,000 shares of Common Stock, and 1,102,500 authorized shares of Series B Stock, none of which are outstanding, and warrants outstanding which are exercisable for 1,102,500 shares of Series B Stock, which are convertible into 4,410,000 shares of Common Stock. As of the date hereof, an aggregate of 4,490,000 shares of Healthvision Common Stock are reserved and authorized for issuance pursuant to the 1999 Plan, of which options to purchase a total of 4,460,050 shares of Healthvision Common Stock are outstanding and no shares of Healthvision Stock have been reserved for issuance outside of the Plan, other than such shares of Healthvision Common Stock which have been reserved for issuance upon conversion of Healthvision Preferred Stock. All issued and outstanding shares of Healthvision Stock have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to any right of rescission or preemptive rights created by statute, the Healthvision Charter Documents or any agreement or document to which Healthvision is a party or by which it is bound. All outstanding Healthvision Options have been duly authorized and validly issued, and are not subject to any right of rescission. A list of all holders of Healthvision Stock, and the number of shares held by each, in each case as of the date hereof, is included as Part 2.2 of the Healthvision Disclosure Letter. As of the date of this Agreement, there are no shares of Healthvision Common Stock held in treasury by Healthvision.
Authorized/Outstanding Capital Stock. As of the close of business on September 18, 2000, the authorized capital stock of Servicesoft consists solely of 30,000,000 shares of Servicesoft Common Stock and 16,450,002 shares of Servicesoft Preferred Stock, 8,000,000 of which are designated as Series H Convertible Preferred Stock, 4,450,000 are designated as Series I Convertible Preferred Stock, 4,000,000 are designated as Series J Convertible Preferred Stock, 1 is designated as Series X Special Preferred Stock and 1 is designated as Series Y Special Preferred Stock. As of the date hereof, there are issued and outstanding 4,257,439 shares of Servicesoft Common Stock, 7,364,796 shares of Servicesoft's Series H Preferred Stock (each of which is convertible into one share of Servicesoft common stock), 3,982,271 shares of Servicesoft's Series I Preferred Stock (each of which is convertible into one share of Servicesoft common stock), 3,481,478 shares of Servicesoft's Series J Preferred Stock (each of which is convertible into one share of Servicesoft common stock), 1 share of Servicesoft's Series X Special Preferred Stock, and 1 share of Servicesoft's Series Y Special Preferred Stock. Except as set forth on Item 4.3(a) of the Servicesoft Disclosure Letter, all issued and outstanding shares of Servicesoft Common Stock and Servicesoft Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights or rights of first refusal by statute, Servicesoft's certificate of incorporation or bylaws, or any agreement or document to which Servicesoft is a party or by which it is bound, and have been offered, issued, sold and delivered by Servicesoft in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. A list of all holders of Servicesoft capital stock and the number of shares held by each as of the date hereof is set forth in Item 4.3(a) of the Servicesoft Disclosure Letter, to be updated as of the Closing Date.
Authorized/Outstanding Capital Stock. As of the date hereof, the authorized capital stock of Acquirer consists of 100,000,000 shares of Common Stock, no par value, of which 13,419,774 shares are issued and outstanding and 1,000,000 shares of Preferred Stock, no par value, of which no shares are issued and outstanding. All issued and outstanding shares of Acquirer capital stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by Acquirer in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws, except where the failure to so qualify would not result in a Material Adverse Effect on Acquirer.
Authorized/Outstanding Capital Stock. The authorized capital stock of Cyberworks consists of 10,000 shares of Cyberworks Common. 1,000 shares of Cyberworks Common are issued and outstanding as of this date and as of the Closing Date, of which Richxxx X. Xxxxxxxx xxxds of record and beneficially all 1,000 shares of Cyberworks Common, respectively. The Shareholder holds good and marketable title to such Cyberworks shares, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever. No shares of Preferred Stock are authorized, issued or outstanding. All issued and outstanding shares of Cyberworks Common have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by Cyberworks in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws.
Authorized/Outstanding Capital Stock. As of the date hereof, the authorized capital stock of Target consists of 10,000,000 shares of Common Stock, no par value, of which 4,007,000 shares are issued and outstanding, and 1,886,793 shares of convertible Preferred Stock, no par value, of which all 1,886,793 shares are issued and outstanding, which are convertible into an aggregate of 1,886,793 shares of Common Stock. As of the date hereof, an aggregate of 2,500,000 shares of Target Common Stock are reserved and authorized for issuance pursuant to the Target 1998 Stock Option Plan ("Plan"), of which options to purchase a total of 2,055,109 shares of Target Common Stock are outstanding and no shares of capital stock of Target (the "Target Stock") have been reserved for issuance outside of the Plan, other than such shares of Target Common Stock which have been reserved for issuance upon conversion of the Target Preferred Stock. All issued and outstanding shares of Target Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by Target in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. All outstanding Target Options have been duly authorized and validly issued, are not subject to any right of rescission and have been offered and granted by Target in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. A list of all holders of Target Stock and options to purchase Target Stock, and the number of shares and options held by each, in each case as of the date hereof, has been delivered by Target to Acquirer herewith as Item 2.3. No Target Options are subject to acceleration of vesting as a result of the Merger.
Authorized/Outstanding Capital Stock. As of the date hereof, the authorized capital stock of Andromedia consists of 20,000,000 shares of Andromedia Common Stock, no par value per share, and 10,110,195 shares of Preferred Stock, no par value per share, of which 248,120 shares are designated as Series A Preferred Stock, 496,790 shares are designated as Series B Preferred Stock, 1,818,182 shares are designated as Series C Preferred Stock, 3,301,420 shares are designated as Series D Preferred Stock and 4,245,683 shares are designated as Series E Preferred Stock. As of the date hereof, there are issued and outstanding: 6,396,911 shares of Andromedia Common Stock; 248,120 shares of Series A Preferred Stock each of which is convertible into four shares of Andromedia Common Stock; 496,790 shares of Series B Preferred Stock each of which is convertible into one share of Andromedia Common Stock; 1,627,269 shares of Series C Preferred Stock each of which is convertible into one share of Andromedia Common Stock; 3,301,420 shares of Series D Preferred Stock each of which is convertible into 1.1609 shares of Andromedia Common Stock; and 4,227,521 shares of Series E Preferred Stock each of which is convertible into one share of Andromedia Common Stock. All issued and outstanding shares of Andromedia Common Stock and Andromedia Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by Andromedia in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws. Listed on Item 2.3 are the names, number and type of shares held by each of the Andromedia Shareholders as of the date hereof, to be updated as of the Closing Date.
Authorized/Outstanding Capital Stock. The authorized capital stock of MST consists of 10,000 shares of common stock, no par value. A total of 1,000 shares of MST Stock is issued and outstanding as of the date of this Agreement and there will be no further stock issued and outstanding as of the Closing Date. All outstanding stock is held of record and owned by the Stockholders. No equity securities of MST shall be issued and outstanding at the time of the Closing other than the Shares. All issued and outstanding shares of MST have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any lien, encumbrance and/or right of rescission, and have been issued in compliance with all applicable laws. There is no liability for dividends accrued and unpaid by MST.
Authorized/Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of 1,000,000 shares of Capital Stock of which 200 shares are issued and outstanding. All issued and outstanding shares of the Company capital stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws, except where the failure to so qualify would not result in a Material Adverse Effect on the Company. A list of all holders of the Company's capital stock, and the number of shares and options held by each, in each case as of the date hereof, has been delivered by Shareholders to Acquirer herewith as Item 3.2. As of the date hereof, Shareholders are the sole shareholders of the Company.
Authorized/Outstanding Capital Stock. The authorized capital stock of CFI consists of 15,000,000 shares of CFI Common Stock, no par value. 10,250,000 shares of CFI Common Stock are issued and outstanding as of this date and as of the Closing Date, of which Thuax X. Xxxx, Xxdy Xxx xxx Michxxx Xxxxxx xxxd of record and beneficially 8,800,000, 1,200,000 and 250,000 shares, respectively. Each of the CFI Shareholders holds good and marketable title to such CFI shares, free and clear of all liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever. No shares of Preferred Stock are authorized, issued or outstanding. All issued and outstanding shares of CFI Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by CFI in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws.
Authorized/Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of three hundred (300) shares of Capital Stock of which three hundred (300) shares are issued and outstanding. All issued and outstanding shares of the Company capital stock have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to any right of rescission and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws, except where the failure to so qualify would not result in a Material Adverse Effect on the Company. A list of all holders of the Company's capital stock, and the number of shares and options held by each, in each case as of the date hereof, has been delivered by Shareholders to Acquirer herewith as Item 3.2. As of the date hereof, Shareholders are the sole shareholders of the Company.
