Common use of Capital Stock of Company Clause in Contracts

Capital Stock of Company. (a) Schedule 4.6(a) sets forth a true and complete list for Company as of Closing of the number of all Stock authorized and issued and outstanding (including a description of the class or series of all such outstanding shares and all Stock issued as a result of the exercise of all Stock Options and Warrants), the record owners thereof and the amount and percentage of ownership of such Stock or equity interests. (b) Except as disclosed on Schedule 4.6(b): (i) all outstanding Stock of Company are duly authorized, validly issued, fully paid and non-assessable and are owned of record as set forth in Schedule 4.6(a); (ii) none of such Stock are subject to any preemptive rights; (iii) neither Company nor any Majority Stockholder has any commitment or obligation, either firm or conditional, to issue, deliver or sell, or cause to be issued, delivered or sold, under offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, any Stock or other securities including securities or obligations outstanding which are convertible into or exchangeable for any Stock, other Equity Securities, or ownership interests, upon payment of any consideration or otherwise; and (iv) there are no voting trusts, voting agreements, stockholder agreements, proxies or other agreements or understandings with respect to the Stock to which Company is a party. (c) Company does not own, directly or indirectly, any equity, capital (whether equity or debt) or profit interest in any corporation, partnership, association, business trust, joint venture or other business entity.

Capital Stock of Company. (a) Schedule 4.6(a) sets forth a true and complete list for Company as of Closing of the number of all shares of Stock authorized and issued and outstanding (“Shares”) (including a description of the class or series of all such outstanding shares and all Stock stock issued as a result of the exercise of all Stock Options stock options and Warrantswarrants), the record owners thereof and the amount and percentage of ownership of such Stock Shares or equity interests. (b) Except as disclosed on Schedule 4.6(b): (i) all outstanding Stock Shares of the Company are duly authorized, validly issued, fully paid and non-assessable and are owned of record as set forth in Schedule 4.6(a); (ii) none of such Stock are Shares is subject to any preemptive rights; (iii) neither Company nor any Majority Stockholder has any commitment or obligation, either firm or conditional, to issue, deliver or sell, or cause to be issued, delivered or sold, under offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, any Stock Shares or other securities including securities or obligations outstanding which are convertible into or exchangeable for any StockShares, other Equity Securitiesequity securities, or ownership interests, upon payment of any consideration or otherwise; and (iv) there are no voting trusts, voting agreements, stockholder agreements, proxies or other agreements or understandings with respect to the Stock Shares to which Stockholder or Company is a party. (c) Except as disclosed on Schedule 4.6(a), Company does not own, directly or indirectly, any equity, capital (whether equity or debt) or profit interest in any corporation, partnership, association, business trust, joint venture or other business entity.

Capital Stock of Company. (a) Schedule 4.6(a5.6(a) sets forth a true and complete list for Company as of the date of this Agreement and the Closing Date of the number of all Stock shares of capital stock authorized and issued and outstanding (including a description of the class or series of all such outstanding shares and all Stock shares issued as a result of the exercise of all Stock Options options and Warrantswarrants), the record owners thereof and the amount and percentage of ownership of such Stock or equity interestsshares. (b) Except as disclosed on Schedule 4.6(b5.6(b): (i) all outstanding Stock Shares of the Company are duly authorized, validly issued, fully paid and non-assessable and are owned of record as set forth in Schedule 4.6(a5.6(a); (ii) none of such Stock Shares are subject to any preemptive rights; (iii) neither Company nor any Majority Stockholder Holder has any commitment or obligation, either firm or conditional, to issue, deliver or sell, or cause to be issued, delivered or sold, under offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, any Stock shares of capital stock or other securities of the Company including securities or obligations outstanding which are convertible into or exchangeable for any Stockshares of capital stock, other Equity Securities, or ownership interests, upon payment of any consideration or otherwise; and (iv) there are no voting trusts, voting agreements, stockholder shareholder agreements, proxies or other agreements or understandings with respect to the Stock capital stock of the Company to which Company is a party. (c) Except for the Subsidiaries of the Company disclosed on Schedule 5.6(c), the Company does not own, directly or indirectly, any equity, capital (whether equity or debt) or profit interest in any corporation, partnership, association, business trust, joint venture or other business entity.