Capital Stock, Etc. 6.5 Subsidiaries 6.7 Liabilities 6.8 Conformity with Law; Litigation 6.9 No Violations 6.12 OtherAgreements; No Side Agreements 6.15 Absence of Changes 7.2 Conduct of Business Pending Closing 7.3 Prohibited Activities 7.5 Notice to Bargaining Agents 9.12 Employment Agreements 10.1 Guaranties 13.1 Activities Excluded from Noncompete AGREEMENT AND PLAN OF ORGANIZATION THIS AGREEMENT AND PLAN OF ORGANIZATION (the "Agreement") is made as of March 17, 1998, by and among LandCARE USA, Inc., a Delaware corporation ("LandCARE"), Ground Control Acquisition Corp., a Delaware corporation ("Newco"), Ground Control Landscaping, Inc., a Florida corporation (the "Company"), and the stockholders identified on the signature pages hereof (the "Stockholders"). The Stockholders are all the stockholders of the Company.
Capital Stock, Etc. (a) The authorized capital stock of Xxxxx consists solely of 200,000 shares of common stock, par value $10.00 per share (previously defined as "Xxxxx Common Stock"), and 2,500 shares of preferred stock (the "Preferred Stock"). As of the date hereof, 191,284 shares of Xxxxx Common Stock are issued and outstanding, 8,716 shares of Xxxxx Common Stock are held in the treasury of Xxxxx; and no shares of Preferred Stock are issued or outstanding. All of the issued and outstanding shares of Xxxxx Common Stock are duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement, there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating Xxxxx to issue or sell any shares of capital stock of Xxxxx or to xxxxx, extend or enter into any Option with respect thereto.
(b) There are no outstanding contractual obligations of Xxxxx to repurchase, redeem or otherwise acquire any shares of Xxxxx Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other person.
(c) There are no obligations to issue or to make any payments in respect of any shares of Preferred Stock; no person or entity has any right to make any claim in any manner whatsoever as a holder or a prior holder of any Preferred Stock or any rights related in any way to any shares of Preferred Stock; and no person or entity has any right to claim to be a holder of any rights related in any way to the Preferred Stock.
(d) Except as expressly provided herein or in the Schedules hereto, no notice to obtain approval of the Merger is required to be sent to any person or entity, whether or not entitled to vote, other than the holders of record of Xxxxx Common Stock.
(e) There are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement, obligating either Xxxxxxxx or Memco to issue or sell any shares of its capital stock (each, a "Subsidiary Option") or to grant, extend or enter into any Subsidiary Option with respect thereto. There are no outstand...
Capital Stock, Etc. (a) RSA Communications has an authorized capitalization and outstanding shares as reflected in Schedule 2.2(a). All shares of RSA Common --------------- Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued by RSA Communications in compliance with all applicable securities laws, rules and regulations, the Certificate of Incorporation, Bylaws or other governing documents or the terms of any stockholders agreement to which RSA Communications is a party or by which any of its stockholders is bound. The RSA Shares constitute all of the issued and outstanding shares of RSA Common Stock.
(b) Except as set forth in Schedule 2.2(b), there are no outstanding --------------- authorized, issued or effective subscriptions, options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, phantom stock units or other agreements of any character providing for the purchase, issuance or sale of, or otherwise related to, any issued or unissued shares of capital stock of RSA Communications.
(c) There are no voting trusts, stockholder agreements, proxies coupled with interests, pooling agreements or other forms of agreement restricting or controlling the voting of shares in RSA Communications, and no Person (as defined below), whether a stockholder of RSA Communications or otherwise, has by contract or any method other than the voting of shares any veto power or other control over the activities of RSA Communications.
Capital Stock, Etc. Virata has an authorized capitalization and outstanding shares as reflected in Schedule 4.2. All shares of the capital ------------ stock of Virata have been duly authorized and validly issued and fully paid up. Except as set forth in Schedule 4.2, there are no outstanding options, warrants ------------ or other rights to acquire shares of the capital stock of Virata. Virata is the record holder of all of the issued and outstanding shares of capital stock of Acquisition Sub.
Capital Stock, Etc. Other than the Series A Preferred, there are no (i) shares of capital stock that are entitled to registration rights; (ii) outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or (iii) contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting of any shares of the capital stock of the Company, or restricting the transfer of the Shares. .
Capital Stock, Etc. The Borrower will not, and will not permit any of its Subsidiaries to:
Capital Stock, Etc. There are no (i) shares of capital stock that are entitled to registration rights; (ii) outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or (iii) contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company. The Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement restricting the voting of any shares of the capital stock of the Company, or restricting the transfer of the Shares.
Capital Stock, Etc. (a) The authorized capital stock of Purchaser consists solely of 130,000,000 shares, of which 120,000,000 is Purchaser Common Stock and 10,000,000 of which is preferred stock, no par value, of Purchaser (“Purchaser Preferred”). As of June 30, 2004, (i) 61,067,925 shares of Common Stock were issued and outstanding (after giving effect to a 3-for-2 stock split which became effective June 14, 2004) and (ii) no shares of Purchaser Preferred were issued and outstanding. Except as disclosed in Section 4.02 of Purchaser Disclosure Schedule, since June 30, 2004 and through the date hereof, there has been no change in the number of issued and outstanding shares of Purchaser Common Stock. All of the issued and outstanding shares of Purchaser Common Stock are duly authorized, validly issued and fully paid and non-assessable.
(b) The copies of Purchaser’s Restated Articles of Incorporation (the “Purchaser Charter”) and by-laws (the “Purchaser By-Laws”) that are included as exhibits to Purchaser’s Form 10-K for the year ended December 31, 2001 in the case of Purchaser Charter and for the year ended December 31, 2002 in the case of Purchaser By-Laws are complete and correct copies thereof. Purchaser Charter and Purchaser By-Laws are in full force and effect.
Capital Stock, Etc. Set forth on Schedule 6.13 is a complete and accurate list with respect to the Borrower and each of the Restricted Subsidiaries of (i) jurisdiction of incorporation, (ii) number of shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13, free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents). Other than as set forth in Schedule 6.13, neither the Borrower nor any of its Restricted Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock.
Capital Stock, Etc. All of the issued and outstanding capital stock of Premier is held by the Existing Stockholders, as set forth on Schedule A hereto. All the shares of Premier Capital Stock are, and from the date hereof through the Closing Date, will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth on Schedule 3.4, there are no outstanding options, warrants, rights (including preemptive rights), subscriptions, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of Premier.
