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. (a) The authorized capital stock of the Company consists of 1,000 shares of Common Stock without par value, of which 111 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 889 shares are authorized but unissued. Except as set forth in SCHEDULE 5.3, 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 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 Common Shares to which the Company or any of the Stockholders is a party.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of 100,000 shares of common stock, par value $1.00 per share, 955.6 shares of which are issued, outstanding, fully paid and non assessable and no shares are held in treasury. Except as set forth on Schedule 2.3, there are no outstanding ------------ options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of any additional shares of capital stock of the Company, and there are no outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. Except as set forth on Schedule 2.3, no capital stock of the Company ------------ has 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. Except as set forth on Schedule 2.3 attached hereto, there are no voting trusts, voting agreements, ------------ proxies or other agreements, instruments or undertakings with respect to the voting of any capital stock of the Company to which the Company or any of the Stockholders is a party. (b) The Stockholders own of record and beneficially all of the issued and outstanding shares of capital stock of the Company as set forth in the column headed "Current Ownership" on Exhibit A hereto. As of the Closing, --------- after giving effect to the Share Transfers (as defined in Section 4.13), the ------------- Stockholders will own of record and beneficially all of the issued and outstanding shares of capital stock as set forth in the column headed "Closing Ownership." 2.4
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. 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) 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. (a) The authorized capital stock of the Company consists of (i) an unlimited number of Class A Common Shares of which 161,670 shares are duly and validly issued, outstanding, fully paid and non-assessable, (ii) an unlimited number of Class B Preferred Shares of which no shares are issued or outstanding and (iii) an unlimited number of Class C Preferred Shares of which no shares are issued or outstanding. Except as set forth on Schedule 2.3(a), 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, exchangeable for or carrying the right to acquire, any additional shares of capital stock of any class of the Company or which may otherwise implicate any rights of any present or former Company Stockholder or holder of any other security convertible into or exercisable or exchangeable for or conveying the right to acquire Company Stock. None of the Company's capital stock has been issued in violation of any applicable law. Except as set forth 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 Stock to which the Company or any of the Stockholders is a party.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of 3,500,000 shares of common stock, par value $.01 per share, 1,636,463 shares of which are issued, outstanding, fully paid and non assessable and 181,900 shares of which are held in treasury, and 500,000 shares of Class A preferred stock, par value $.01 per share (the "Preferred Stock"), 214,544 shares of which are issued, --------------- outstanding, fully paid and non assessable and 23,900 shares of which are held in treasury. There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind for the issuance or sale of any additional shares of capital stock of the Company, and, except for the Preferred Stock, there are no outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. No capital stock of the Company has 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. Except as set forth on Schedule 2.3 attached ------------ hereto, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of any capital stock of the Company to which the Company or any of the Stockholders is a party.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of 200,000 shares of Common Stock, of which 2,000 shares are duly and validly issued, outstanding, fully paid and non-assessable. Schedule 2.3 attached hereto lists the total number of shares of Common Stock of the Company and the names of each beneficial owner thereof. 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. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Shares.
Capital Stock of the Company; Beneficial Ownership. (a) The authorized capital stock of the Company consists of 5,000,000 shares of Company Stock, $.01 per share, of which 1,700,000 shares are duly and validly issued, outstanding, fully paid and non-assessable and of which 3,300,000 shares are authorized but unissued. Except for options granted to Xxxxxx to purchase up to 350,000 shares of Company Stock at an exercise price of $.10 per share, 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. There are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the voting of the Company Stock to which the Company or any of the Principal Stockholders is a party.
