Common use of Capital Stock and Ownership Clause in Contracts

Capital Stock and Ownership. As of the date of this Agreement, the authorized capital stock of CTC consists of: (i) 20,000,000 shares of Common Stock, $.01 par value per share ("CTC Common Stock"), of which 10,453,548 shares are issued and outstanding and no shares are issued but not outstanding; and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "CTC Preferred Stock") of which no shares are issued and/or outstanding. (The CTC Common Stock and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock".) With respect to each of the Acquired Companies, other than CTC, Schedule 3.3 is an accurate and complete list of (a) the names of all shareholders or members, (b) the addresses of all shareholders or members, (c) to the extent available, their social security numbers or federal tax identification numbers, and (d) the numbers of, type of shares or interests owned of record by them and the certificate numbers of the stock certificates representing such shares or interests. Except as set forth on Schedule 3.3, CTC is the sole record and beneficial owner of all of the shares of capital stock or interests of each of its subsidiaries and it has good and valid title to such shares or interests, free and clear of any Encumbrance. Except for the shares or interests listed on Schedule 3.3 with respect to each of the Acquired Companies, there currently are no other issued or outstanding shares of capital stock or interests. All of the issued and outstanding shares of capital stock or interests of each of the Acquired Companies have been duly authorized and validly issued, and are fully paid and nonassessable, with no liability or preemptive rights attaching to the ownership thereof. All issuances and grants of all outstanding options and/or warrants, and all offerings, sales and issuances by each of the Acquired Companies of any shares of capital stock or interests were conducted in compliance with all applicable federal and state securities and "blue sky" Laws, all applicable state corporation Laws and all requirements set forth in applicable Contracts. Except as provided on Schedule 3.3, there are no outstanding options, puts, calls, warrants, subscriptions, stock appreciation rights, phantom stock, or other Contracts or Contract Rights relating to the offering, sale, issuance, redemption or disposition of any shares of capital stock or interests, or other securities of, any of the Acquired Companies.

Capital Stock and Ownership. As of the date of this Agreement, (a) Schedule 4.3 sets forth the authorized capital stock of CTC consists Xxxxxxxx, including the type of shares authorized, the par value per share and the number of each type of shares that are issued and outstanding. Schedule 4.3 contains an accurate and complete list of: (i) 20,000,000 shares of Common Stock, $.01 par value per share ("CTC Common Stock"), of which 10,453,548 shares are issued and outstanding and no shares are issued but not outstanding; and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "CTC Preferred Stock") of which no shares are issued and/or outstanding. (The CTC Common Stock and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock".) With respect to each of the Acquired Companies, other than CTC, Schedule 3.3 is an accurate and complete list of (a) the full legal names of all shareholders or members, security holders of Xxxxxxxx; (bii) the addresses of all shareholders or members, (c) to the extent available, their social security numbers or federal tax identification numbers, such holders’ respective current principal residences on file with Xxxxxxxx; and (diii) the numbers ofof shares, type of shares or interests owned of record by them and the amount which each such holder paid for the shares and the certificate numbers of the stock certificates representing such shares or interestsshares. Except as set forth on Schedule 3.34.3, CTC with respect to each Shareholder: (i) such Shareholder is the sole record and holder and, to the knowledge of Xxxxxxxx, beneficial owner of all of the shares of capital stock or interests of each of its subsidiaries Xxxxxxxx Stock set forth on Schedule 4.3 next to such Shareholder’s name (the “Shares”) and it has good and valid title to such shares or intereststhe Shares, free and clear of any EncumbranceEncumbrances; (ii) the Shares are the only shares of the capital stock of Xxxxxxxx, held by such Shareholder; (iii) such Shareholder has the ability to vote all of the Shares at any meeting of the shareholders of Xxxxxxxx, or by written consent in lieu of any such meeting; and (iv) such Shareholder has not appointed or granted any proxy or entered into any agreement, contract, commitment or understanding with respect to any of the Shares. Except as set forth on Schedule 4.3, Xxxxxxxx has never authorized, offered, sold or issued any securities other than as set forth on Schedule 4.3. Except as set forth on Schedule 4.3, there are no other record or, to the knowledge of Xxxxxxxx, beneficial owners of any shares of Xxxxxxxx Stock or any other securities of Xxxxxxxx. Except for the shares or interests listed on Schedule 3.3 with respect to each of the Acquired Companies4.3, there were and currently are no other issued or outstanding shares of capital stock or interests. stock. (b) All of the issued and outstanding shares of capital stock or interests of each of the Acquired Companies Xxxxxxxx have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Schedule 4.3, there exists no right of first refusal or other preemptive right with no liability respect to any of the Xxxxxxxx Stock or preemptive rights attaching to any other securities of Xxxxxxxx or the ownership thereof. Business or Assets of Xxxxxxxx. (c) All issuances and grants of all outstanding options and/or warrants, and all offerings, sales and issuances by each any of the Acquired Companies Xxxxxxxx of any shares of capital stock or interests were conducted in compliance with all applicable federal and state securities and "blue sky" Laws, all applicable state corporation Laws and all requirements other applicable Laws. (d) Except as set forth in applicable Contracts. Except as provided on Schedule 3.34.3, there are no is no: (i) outstanding optionssubscription, putsoption, callscall, warrants, subscriptions, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock appreciation rights, phantom stock, or other Contracts securities of Xxxxxxxx; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Xxxxxxxx; (iii) Contract Rights relating under which Xxxxxxxx is, is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; (iv) pending or previously asserted or, to the offeringknowledge of Xxxxxxxx, sale, issuance, redemption threatened claim by any Person to the effect that such Person is or disposition of was entitled to acquire or receive any shares of capital stock or interests, any other securities of Xxxxxxxx; (v) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is or may be entitled to acquire or receive any shares of capital stock or other securities of, of Xxxxxxxx or any of the Acquired CompaniesPurchase Price. (e) Except as set forth on Schedule 4.3, Xxxxxxxx has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by any of Xxxxxxxx were reacquired in full compliance with the applicable provisions of all applicable Contracts and all applicable Laws.

Capital Stock and Ownership. As (a) The total number of shares of capital stock, and the classes and par values thereof, that each of the date Company and the Subsidiaries is authorized to issue and the numbers of this Agreement, the authorized capital stock of CTC consists of: (i) 20,000,000 such shares of Common Stock, $.01 par value per share ("CTC Common Stock"), of which 10,453,548 shares that are issued and outstanding are as set forth in Section 2.2(a) of the Disclosure Schedule. No shares of such capital stock are held in the treasury of the Company or any Subsidiary and no shares of such capital stock are issued but not outstanding; and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (reserved for issuance by the "CTC Preferred Stock") of which no shares are issued and/or outstanding. (The CTC Common Stock and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock"Company or any Subsidiary.) With respect to each of the Acquired Companies, other than CTC, Schedule 3.3 is an accurate and complete list of (a) the names of all shareholders or members, (b) the addresses of The Shares (i) constitute all shareholders or members, (c) to the extent available, their social security numbers or federal tax identification numbers, and (d) the numbers of, type of shares or interests owned of record by them and the certificate numbers of the stock certificates representing such shares or interests. Except as set forth on Schedule 3.3, CTC is the sole record and beneficial owner of all of the shares of capital stock or interests of each of its subsidiaries and it has good and valid title to such shares or interests, free and clear of any Encumbrance. Except for the shares or interests listed on Schedule 3.3 with respect to each of the Acquired Companies, there currently are no other issued or outstanding shares of capital stock or interests. All of the issued and outstanding shares of capital stock or interests of each of the Acquired Companies Company, (ii) are owned of record and beneficially by the Seller, free and clear of any Liens and (iii) have been duly authorized and validly issued, are fully paid and nonassessable and were issued without violating the preemptive rights of any Person. (c) All the issued and outstanding shares of capital stock of each Subsidiary are owned of record and beneficially by the Company and have been duly authorized and validly issued, are fully paid and nonassessable, with no liability or were issued without violating the preemptive rights attaching to the ownership thereof. All issuances of any Person and grants are free and clear of all any Liens. (d) There are not outstanding options and/or warrants, and all offerings, sales and issuances by each any (i) securities of the Acquired Companies of Company or any Subsidiary that are convertible into or exchangeable for any shares of capital stock or interests were conducted in compliance with all applicable federal and state other securities and "blue sky" Lawsof the Company or any Subsidiary, all applicable state corporation Laws and all requirements set forth in applicable Contracts. Except as provided on Schedule 3.3(ii) subscriptions, there are no outstanding options, puts, calls, warrants, subscriptions, stock appreciation rights, phantom stockwarrants or other rights obligating the Company or any Subsidiary to issue, or other Contracts entitling any third party to acquire from the Company or Contract Rights relating to the offeringany Subsidiary, sale, issuance, redemption or disposition of any shares of capital stock or interestsother securities of the Company or any Subsidiary or (iii) other than this Agreement, agreements or understandings with respect to the sale, assignment, transfer, pledge or voting of, or dividends or distributions on, or relating to any other restriction or limitation on the rights of a holder of, shares of capital stock of the Company or any Subsidiary. (e) There are no contracts, agreements, commitments or arrangements obligating the Company or any Subsidiary to redeem, purchase or acquire, or offer to purchase or acquire, any shares of, or any outstanding option, warrant or right to purchase or acquire, or any securities that are convertible into or exchangeable for, any shares of, any class of capital stock of the Acquired CompaniesCompany.

Capital Stock and Ownership. As of the date of this Agreement, the The authorized capital stock of CTC MACESS ("MACESS Stock") consists of: (i) 20,000,000 1,500,000 shares of Common Stockvoting common stock, $.01 .002 par value per share ("CTC Common Stock")share, of which 10,453,548 1,430,100 shares are issued and outstanding outstanding, and no 15,500 shares are issued but not outstanding; and held in treasury, (ii) 5,000,000 6,000,000 shares of Preferred StockClass A non-voting common stock, $.002 par value $.01 per share (the "CTC Preferred Stock") share, of which no 5,720,400 are issued and outstanding, and 62,000 shares are issued and/or outstandingheld in treasury. (The CTC Common Stock and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock".) With respect to each of the Acquired Companies, other than CTC, Schedule 3.3 3.3A is an accurate and complete list of (a) the full legal names of all shareholders or membersof the Principals and all other stockholders of MACESS, (b) the addresses of all shareholders or memberstheir respective current principal residences, (c) to the extent available, their social security numbers or federal tax identification numbers, and (d) the numbers of, of and type of shares or interests of MACESS Stock owned of record by them and the certificate numbers of the stock certificates representing such shares. MACESS has not ever authorized, offered, sold or issued any securities other than ordinary shares or interestsof common stock and the Class A non-voting common stock described in this Section. Except as set forth described on Schedule 3.33.3A, CTC is the sole there are no other record and or beneficial owner owners of all of the any shares of capital stock or interests of each of its subsidiaries and it has good and valid title to such shares or interests, free and clear of any EncumbranceMACESS. Except for the shares or interests of MACESS Stock listed on Schedule 3.3 with respect to each of the Acquired Companies3.3A, there currently are no other issued or outstanding shares of capital stock or interestsof MACESS. All Except as set forth on Schedule 3.3A, all of the issued and outstanding shares of capital stock or interests of each of the Acquired Companies MACESS Stock have been duly authorized and validly issued, and are fully paid and nonassessable, with no liability or preemptive rights attaching to the ownership thereof. All issuances and grants of all outstanding options and/or warrants, and all offerings, sales and issuances by each of the Acquired Companies MACESS of any shares of capital stock or interests were conducted in compliance with all applicable federal and state securities Laws and "blue sky" Laws, all applicable state corporation Laws Laws. Schedule 3.3B is an accurate and complete list of all options granted by MACESS including the full legal names of all of the holders, the addresses of their respective current principal residences, their social security numbers, the number of options granted, the date of grant, the exercise price, and whether or not such options have vested as of August 31, 1995. Schedule 3.3C is an accurate and complete list of all warrants issued by MACESS including the full legal names of all of the holders, the addresses of their respective current principal residences, their social security numbers or tax identification numbers, the number of warrants issued and the exercise price. All options granted and warrants issued have been duly authorized. Attached to Schedule 3.3B and 3.3C, respectively, are complete and accurate copies of all options plans and all requirements set forth in applicable Contractswarrants. Except for this Agreement or as provided on Schedule 3.3described in any of Schedules 3.3A, 3.3B and 3.3C, there are no outstanding options, puts, calls, warrants, subscriptions, stock appreciation rights, phantom stock, or other Contracts or Contract Rights relating to the offering, sale, issuance, redemption or disposition of any shares of capital stock or interestsstock, or other securities of, any of the Acquired Companies.

Capital Stock and Ownership. As of the date of this Agreement, 3.3.1 Schedule 3.3 sets forth the authorized capital stock structure of CTC consists of: (i) 20,000,000 shares each of Common Stockthe AlphaCare Companies, $.01 par value per share ("CTC Common Stock"), including the numbers and type of which 10,453,548 shares equity interests authorized and the number of each type of equity interests that are issued and outstanding and no shares are issued but not outstanding; and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "CTC Preferred Stock") of which no shares are issued and/or outstanding. (The CTC Common Stock Xxxxxx and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock".) With respect to Xxxxxx Trust each are 100% stockholders of each of the Acquired Companies, other than CTC, Schedule 3.3 is an accurate AlphaCare Companies and complete list of (a) the names of all shareholders or members, (b) the addresses of all shareholders or members, (c) have good and marketable title to the extent availableEquity Interests in such Persons, their social security numbers or federal tax identification numbers, free and (d) the numbers of, type clear of shares or interests owned of record by them and the certificate numbers of the stock certificates representing such shares or interests. Except any Encumbrance except as set forth on Schedule 3.3, CTC is . Xxxxxx and the sole record and beneficial owner of Xxxxxx Trust each have the right to vote all of the shares of capital stock or interests of each of its subsidiaries and it has good and valid title to such shares or interests, free and clear of any Encumbrance. Except for the shares or interests listed on Schedule 3.3 with respect to their respective Equity Interests in each of the Acquired AlphaCare Companies and have not appointed or granted any proxy to any other Person with respect to, or granted any other right to any other Person to vote any of, the Equity Interests of any of the AlphaCare Companies, there currently are no other issued or outstanding shares of capital stock or interests. All of the issued and outstanding shares of capital stock or interests of each of Equity Interests owned by Xxxxxx and the Acquired Companies Xxxxxx Trust have been duly authorized and validly issuedissued by appropriate actions of by their respective directors, and are fully paid and nonassessablemanagers, with no liability equity owners or preemptive rights attaching to the ownership thereof. All issuances and grants of all outstanding options and/or warrantsmembers, as applicable, and all applicable Law. There exists no right of first refusal or other preemptive right with respect to any of the capital stock, membership interests or any other equity of any of the AlphaCare Companies. 3.3.2 All offerings, sales and issuances by each of the Acquired AlphaCare Companies of any shares interests of capital stock or equity, and all repurchases and redemptions of any of their equity interests by the AlphaCare Companies, if any, were conducted in compliance with all applicable federal and state securities and "blue sky" Laws, all applicable state corporation Laws and all requirements other applicable Laws. 3.3.3 Except as set forth in applicable Contracts. Except as provided on Schedule 3.3, there are no is no: 3.3.3.1 outstanding optionssubscription, putsoption, callscall, warrants, subscriptions, stock appreciation rights, phantom stock, warrant or other Contracts right (whether or Contract Rights relating not currently exercisable) to the offering, sale, issuance, redemption or disposition of acquire any shares of capital stock or interests, equity interests or other securities of, of any of the Acquired AlphaCare Companies; 3.3.3.2 outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any equity interests or other securities of any of the AlphaCare Companies; 3.3.3.3 Contract (including any letter(s) of intent which may have been entered into by any of the AlphaCare Companies) under which the AlphaCare Companies are or may become obligated to sell assets and/or sell or otherwise issue any equity interests or any other securities; 3.3.3.4 pending, or to the Seller’s and the AlphaCare Companies’ knowledge, threatened or previously asserted claim by any Person to the effect that such Person is or was entitled to acquire or receive any equity interests or any other securities of any of the AlphaCare Companies; or 3.3.3.5 condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is or may be validly entitled to acquire or receive any equity interests or other securities of any of the AlphaCare Companies. 3.3.4 Except as set forth on Schedule 3.3, none of the AlphaCare Companies have repurchased, redeemed or otherwise reacquired any of their equity interests or other securities. All securities so reacquired by the AlphaCare Companies were reacquired in full compliance with the applicable provisions of all applicable Contracts and all applicable Laws.

Capital Stock and Ownership. As of the date of this Agreement, the authorized capital stock of CTC KeyCom consists of: (i) 20,000,000 48,000,000 shares of Common Stock, $.01 par value $.001 per share ("CTC Common KeyCom Stock"), of which 10,453,548 shares are issued and outstanding and no shares are issued but not outstanding; and (ii) 5,000,000 1,000 shares of Class A Preferred Stock, par value $.01 per share (and 1,000 shares of Class B preferred. No preferred stock of any class has been issued by KeyCom. KeyCom has issued 15,000,000 shares which are outstanding as of the "CTC Preferred Stock") date of which no shares are issued and/or outstandingthis Agreement. (The CTC Common Stock and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock".) With respect to each of the Acquired Companies, other than CTC, Schedule 3.3 is an accurate and complete list of (a) the names of all shareholders or membersshareholders, (b) the addresses of all shareholders or members(to the extent known to KeyCom), (c) to the extent available, their social security numbers or federal tax identification numbersnumbers (to the extent known to KeyCom), and (d) the numbers of, type of shares or interests owned of record by them all shareholders and the certificate numbers of the stock certificates representing such shares or interestsshares. Except as set forth on Schedule 3.3, CTC KeyCom is the sole record and beneficial owner of all of the shares of capital stock or interests of each of its subsidiaries as indicated on Schedule 3.3 and it has good and valid title to such shares or interestsshares, free and clear of any Encumbrance. Except as indicated on Schedule 3.3, there are no other record, or, to the knowledge of KeyCom, beneficial owners of any shares of KeyCom Stock or any other securities of KeyCom. Except for the shares or interests listed on Schedule 3.3 with respect to each of the Acquired Companies, there currently are no other issued or outstanding shares of capital stock or interestsstock. All Except as indicated on Schedule 3.3, all of the issued and outstanding shares of capital stock or interests of each of the Acquired Companies have been duly authorized and validly issued, and are fully paid and nonassessable, with no liability or preemptive rights attaching to the ownership thereof. All Except as indicated on Schedule 3.3, all issuances and grants of all outstanding options and/or warrantsoptions, warrants and all offerings, sales and issuances by each of the Acquired Companies of any shares of capital stock or interests were conducted in compliance with all applicable federal and state securities and "blue sky" Laws, all applicable state corporation Laws and all requirements set forth in applicable Contracts. Except as provided on Schedule 3.3, there are no outstanding options, puts, calls, warrants, subscriptions, stock appreciation rights, phantom stock, or other Contracts or Contract Rights relating to the offering, sale, issuance, redemption or disposition of any shares of capital stock or interestsstock, or other securities of, any of the Acquired Companies.

Capital Stock and Ownership. As of the date of this Agreement, 3.3.1 Schedule 3.3 sets forth the authorized capital stock of CTC consists the Company, including the type of shares authorized, the par value per share and the number of each type of shares that are issued and outstanding. Schedule 3.3 contains an accurate and complete list of: (i) 20,000,000 shares of Common Stock, $.01 par value per share ("CTC Common Stock"), of which 10,453,548 shares are issued and outstanding and no shares are issued but not outstanding; and (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the "CTC Preferred Stock") of which no shares are issued and/or outstanding. (The CTC Common Stock and the CTC Preferred Stock shall be referred to collectively, as the "CTC Stock".) With respect to each of the Acquired Companies, other than CTC, Schedule 3.3 is an accurate and complete list of (a) the full legal names of all shareholders or members, of the Company; (bii) the addresses of all shareholders or members, (c) to the extent available, their social security numbers or federal tax identification numbers, such shareholders' respective current principal residences; and (diii) the numbers of, of shares and type of shares or interests owned of record by them such shareholders and the certificate numbers of the stock certificates representing such shares. For each of the shareholders of the Company, he is the sole record and beneficial owner of his shares of capital stock of the Company as set forth on Schedule 3.3, and he has good and marketable title to such shares, free and clear of any Encumbrance. With respect to each such shareholder: (i) he is the holder and beneficial owner of the shares of the capital stock of the Company set forth on Schedule 3.3 next to such shareholder's name (the "Shares") and has good and valid title to the Shares, free and clear of any Encumbrances; (ii) the Shares are the only shares of the capital stock of the Company held by such shareholder; (iii) such shareholder has the ability to vote all of the Shares at any meeting of the shareholders of the Company, or interestsby written consent in lieu of any such meeting; and (iv) other than in connection with the Transactions or as set forth on Schedule 3.3, such shareholder has not appointed or granted any proxy or entered into any agreement, contract, commitment or understanding with respect to any of the Shares. Except as set forth on Schedule 3.3, CTC is the sole record and beneficial owner of all of the Company has never authorized, offered, sold or issued any securities other than shares of capital stock or interests of each of its subsidiaries and it has good and valid title to such shares or interests, free and clear of any EncumbranceCompany Common Stock. Except for the Selling Shareholders, there are no other record or beneficial owners of any shares of the capital stock of the Company or interests any other securities of the Company. Except for the Shares listed on Schedule 3.3 with respect to each of the Acquired Companies3.3, there currently are no other issued or outstanding shares of capital stock or interestsof the Company. All of the issued and outstanding shares of capital stock or interests of each of the Acquired Companies Company have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Schedule 3.3, there exists no right of first refusal or other preemptive right with no liability or preemptive rights attaching respect to the ownership thereof. Company or the capital stock, business or Assets of the Company. 3.3.2 All issuances and grants of all outstanding options and/or warrants, and all offerings, sales and issuances by each of the Acquired Companies Company of any shares of capital stock or interests were conducted in compliance with all applicable federal and state securities and "blue sky" Laws, all applicable state corporation Laws and all requirements other applicable Laws. 3.3.3 Except as set forth in applicable Contracts. Except as provided on Schedule 3.3, there are no is no: (a) outstanding optionssubscription, putsoption, callscall, warrants, subscriptions, stock appreciation rights, phantom stock, warrant or other Contracts right (whether or Contract Rights relating not currently exercisable) to the offering, sale, issuance, redemption or disposition of acquire any shares of the capital stock or interests, or other securities of, any of the Acquired Companies.Company;