Capital Stock of the Company; Beneficial Ownership. The authorized capital stock of the Company consists solely of one hundred (100) shares of Common Stock, of which one hundred (100) shares are duly and validly issued, outstanding, fully paid and non-assessable. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for or relating to the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. Z-Spanish owns beneficially and of record all of the Shares free and clear of any Encumbrances or other restrictions, except as set forth on Schedule 3.3. All liens, restrictions and encumbrances described on Schedule 3.3 will be released at or prior to Closing. Neither the articles of incorporation, bylaws, nor any other agreement of the Company or Seller affecting the Shares contain a right of first refusal or similar right or option in favor of any other person or entity in the event any stockholder desires to sell. Seller has furnished to Buyer for its examination true, correct and complete copies of (i) the articles of incorporation and bylaws of the Company, if any; (ii) any shareholder agreement, voting trust, option agreement, or other agreement or instrument which affects the corporate governance of the Company or the right and ability of Seller to transfer its ownership of the Shares; (iii) the minute books of the Company containing all records required to be set forth of all proceedings, consents, actions and meetings of the stockholders and board of directors of the Company; and (iv) the stock transfer books of the Company setting forth all transfers of any capital stock, all of which are complete and correct. The Company owes no declared but unpaid dividends to any person or entity.
Capital Stock of the Company; Beneficial Ownership. The authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock, of which 8,577,690 shares are duly and validly issued, outstanding, fully paid and non-assessable, and (ii) 10,000,000 shares of Preferred Stock, of which no shares have been issued. Except as set forth in the Disclosure Schedule delivered by the Company to Buyer prior to execution of this Agreement (the “Disclosure Schedule”), there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company (collectively “Rights”), other than options to purchase up to 1,366,500 shares of Common Stock held by current or former employees, directors and consultants of the Company and the Subsidiaries as described in the Company SEC Reports (as defined below). None of the Company’s capital stock has been issued in violation of any federal or state law or the rights of any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization of any kind or character, including a governmental department, authority or agency or subdivision thereof (any of the foregoing, a “Person”). Except as contemplated by this Agreement and the Transactions, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Common Stock to which the Company is a party, or, to the Company’s knowledge, among any other Persons.
Capital Stock of the Company; Beneficial Ownership. The authorized capital stock of the Company consists of (i) 20,000 shares of the Company's Class A Common Stock, of which 8,417.72 shares are duly and validly issued, outstanding, fully paid and non-assessable; (ii) 20,000 shares of the Company's Class B Common Stock of which 3,689.28 shares are duly and validly issued, outstanding, fully paid and non-assessable; (iii) 300,000 shares of Series A Preferred Stock, of which 186,130.52 shares are duly and validly issued, outstanding, fully paid and non-assessable; and 4,700,000 shares of an undesignated class of preferred stock, par value $.01 per share, none of which are issued and outstanding. Except for the Management Options and shares of Class A Common Stock reserved for issuance with respect thereto, shares of Series 1 Preferred Stock reserved for issuance upon conversion of the Preferred LLC Interests, shares of Class A Common Stock and Class B Common Stock reserved for conversion from one into the other, and shares of Class A Common Stock reserved for issuance upon conversion of shares of Series 1 Preferred Stock, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. Each of the Stockholders owns beneficially and of record the Company Securities set forth opposite such Stockholder's name on Exhibit A hereto free and clear of any liens, restrictions or encumbrances.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists only of (i) two hundred fifty thousand (250,000) shares of Common Stock, $1.00 par value per share, of which thirty-one thousand five hundred fifty (31,550) shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable and of which two hundred eighteen thousand four hundred fifty (218,450) shares are authorized but unissued, and (ii) twenty five thousand (25,000) shares of Class A Non-Voting Common Stock, $1.00 par value per share, of which fourteen thousand nine hundred fifty (14,950) shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable and of which ten thousand fifty (10,050) shares are authorized but unissued. Except as set forth in Schedule 3.3, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued or redeemed in violation of any federal or state law. Except as set forth in Schedule 3.3, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares to which the Company or any of the Stockholders is a party. No Stockholder has any dissenter's rights or rights of appraisal in the Merger with respect to the Company's capital stock.
(b) Each Stockholder who is not a Majority Stockholder owns of record, and to the knowledge of the Company and the Majority Stockholders, beneficially, the Company Shares set forth opposite such Stockholder's name on Schedule 1.7. Such Company Shares are, to the knowledge of the Company and the Majority Stockholders, free and clear of any Claims, except as reflected on Schedule 3.3. The shares of capital stock shown on Schedule 1.7 opposite each such Stockholder's name are, to the knowledge of the Company and the Majority Stockholders, the only shares of capital stock of the Company held by such Stockholder or with respect to which such Stockholder has any rights, to the knowledge of the Company and the Majority Stockholders, except as referenced on Schedule 3.3.
Capital Stock of the Company; Beneficial Ownership. The authorized -------------------------------------------------- capital stock of the Company consists of (i) 200,000 shares of Common Stock, (ii) 250 shares of Class A Preferred Stock, and (iii) 1,750 shares of Class B Preferred Stock, of which 1,000, 250 and 1,200 shares, respectively, are duly and validly issued, outstanding, fully paid and nonassessable and of which 199,000, 0 and 550 shares, respectively, are authorized but unissued. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. All of the Company's equity and debt securities have been offered, sold and issued in compliance with, or under an exemption from registration under, applicable Federal and state securities laws. Except as set forth in Schedule 2.03 attached hereto, there are no voting ------------- trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares to which the Company or any of the Stockholders is a party.
Capital Stock of the Company; Beneficial Ownership. The authorized capital stock of the Company consists of 5,100 shares of common stock, $.01 par value per share, all of which is duly and validly issued, outstanding, fully paid and non-assessable and free of preemptive or similar rights. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company, or any outstanding warrants, options or other rights to acquire any such convertible securities. The Stockholder owns beneficially and of record all of the Company Shares, which Company Shares are owned free and clear of any liens, restrictions or encumbrances. No capital stock of the Company has ever been issued in violation of any federal or state law or in violation of any preemptive rights or any other rights of any other person.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of _________ (_______) shares of Common Stock, _____ Dollar ($______) Company value per share, of which ____________ (______) shares are duly and validly issued, outstanding, fully paid and non-assessable. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock issued to Buyer has been issued in violation of any federal or state law. Except as described in Schedule 2.3(a), there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares to which the Company or any of the Stockholders is a party.
(b) Sheridan owns beneficially and of record the Company Shares listed opposite its name on Exhibit A free and clear of any liens, restrictions or encumbrances.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $.002 per share, of which 5,004,835 shares are duly and validly issued, outstanding, fully paid and non-assessable, and (ii) 500,000 shares of Preferred Stock, without par value, no shares of which are unissued. Attached to SCHEDULE 2.3 hereto are genuine copies of option termination agreements executed by the persons listed on SCHEDULE 2.3. SCHEDULE 2.3 also lists the total number of shares of Common Stock of the Company and the number of vested shares underlying each of the outstanding options of the Company. Upon payment to the persons listed on SCHEDULE 2.3 of the amounts listed beside their respective names thereon, the aggregate payment of which shall not exceed $213,000, such stock options will fully terminate and be of no further force or effect and no longer represent the right to acquire capital stock in the Company (the "Option Payment"). There are no other outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued in violation of any federal or state law. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares.
(b) The Principal Stockholder owns beneficially and of record all of the Company Shares free and clear of any liens, restrictions or encumbrances. Such Company Shares are, and as of the Effective Time will be, duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all liens, encumbrances, charges or claims.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists exclusively of (i) five million (5,000,000) shares of Common Stock, no par value per share, of which one million (1,000,000) shares are outstanding, and all of such outstanding shares are duly and validly authorized, issued, outstanding, fully paid and non-assessable, and (ii) twenty thousand (20,000) shares of preferred stock, par value $100.00 per share, of which no shares are issued or outstanding.. Except as set forth in Schedule 3.3 hereto, there are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued in violation of any Laws or Regulations. Except as set forth in Schedule 3.3 hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares to which the Company or any of the Stockholders is a party. No Stockholder has any right of appraisal with respect to the Company's capital stock by reason of the transactions contemplated by this Agreement. The Company does not have any outstanding debt securities.
(b) Each Stockholder owns of record and, to the knowledge of the Company and the Majority Stockholders, beneficially the Company Shares set forth opposite such Stockholder's name on Schedule 1.2 hereto, free and clear of any Claims, except as reflected in Schedule 3.3 hereto. Each Stockholder is, to the knowledge of the Company and the Majority Stockholders, the beneficial and record holder of the Company Shares set forth opposite his name on Schedule 1.2 hereof, and the capital stock shown on Schedule 1.2 opposite his name are the only shares of capital stock of the Company held by such Stockholder or with respect to which such Stockholder has any rights.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of fifty (50) shares of Common Stock, zero ($0.00) par value per share, of which fifty (50) shares are duly and validly issued, outstanding, fully paid and non-assessable and of which zero (0) shares are authorized but unissued. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company. None of the Company's capital stock has been issued in violation of any federal or state law. Except as described in SCHEDULE 2.3(A), there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares to which the Company or any of the Stockholders is a party.
(b) Stockholder owns beneficially and of record all of the Company Shares free and clear of any liens, restrictions or encumbrances.
