Capital Stock; Options. The authorized capital stock of the Company and the shares of capital stock of the Company issued and outstanding, of all classes, and the respective holdings of each of the Sellers, are as set forth in Exhibit 2.2. The Shares represent all of the issued and, except for 242,125 shares of treasury stock, outstanding capital stock of the Company. All of the Shares are validly issued, fully paid and nonassessable and are owned by the Sellers, free and clear of all encumbrances or claims, except as set forth on Exhibit 2.2. There are no issued and outstanding options, warrants, rights, securities, contracts, commitments, understandings or arrangements by which the Company is bound to issue any additional shares of its capital stock or options to purchase shares of its capital stock.
Capital Stock; Options. The Company has an authorized capitalization consisting of 500,000 shares of common stock, par value $.0l per share, of which 213,483.32 shares were issued and outstanding, and 37,041 shares of Series A Convertible preferred stock, $.01 par value per share, all of which are issued and outstanding. No other classes of capital stock of the Company are authorized or outstanding. There are 93,116 options to acquire shares of Company Common Stock outstanding pursuant to the ITI Option Plan. Except as set forth on Schedule 3.3.2, there are no outstanding subscriptions, options, warrants, rights (including "phantom stock rights"), calls, commitments, understandings, conversion rights, rights of exchange, plans or other Contracts of any kind providing for the purchase, issuance or sale of any shares of the capital stock of the Company by the Company.
Capital Stock; Options. The authorized capital stock of Seller and the shares of capital stock issued and outstanding, of all classes, and the respective holdings of each of the Stockholders are as set forth in Exhibit 2.2 and Seller has no treasury stock. All issued and outstanding shares of capital stock are validly issued, fully paid and nonassessable and are owned by the Stockholders, free and clear of all encumbrances or claims. There are no issued and outstanding options, warrants, rights, securities, contracts, commitments, understandings or arrangements by which Seller is bound to issue any additional shares of its capital stock or options to purchase shares of its capital stock.
Capital Stock; Options. (a) The authorized capital stock of SBS consists of 10,000 shares of Common Stock and the only shares of capital stock of SBS issued and outstanding are the 10,000 shares of Common Stock held by Shareholder of record and beneficially. SBS has no treasury stock. All the Shares are validly issued, fully paid and nonassessable and are owned by Shareholder, free and clear of all Encumbrances.
Capital Stock; Options. The authorized capital stock of the Companies ----------------------- and the shares of capital stock of the Companies issued and outstanding, of all classes, and the related ownership thereof, are as set forth in Exhibit 2.2. The ----------- Shares represent 100% of the issued and outstanding capital stock of Holding and neither of the Companies has any treasury stock. All of the issued and outstanding capital stock of the Subsidiary (the "Subsidiary Shares") is owned by Holding. All of the Shares and the Subsidiary Shares are validly issued, fully paid and nonassessable and, are owned by the Sellers and Holding, respectively, free and clear of all encumbrances or claims. Except as set forth in Exhibit 2.2, there are no issued and outstanding options, warrants, ----------- rights, securities, contracts, commitments, understandings or arrangements by which the Companies are bound to issue any additional shares of their capital stock or options to purchase shares of their capital stock.
Capital Stock; Options. The authorized capital stock of the Company and the shares of capital stock of the Company issued and outstanding are as set forth in Section 2.2 of the Disclosure Schedule. The Shares represent 100% of the issued and outstanding capital stock of the Company. The Company has no treasury stock. All of the Shares are validly issued, fully paid and nonassessable and are owned by the Sellers, free and clear of all encumbrances or claims. There are no issued and outstanding options, warrants, rights, securities, contracts, commitments, understandings or arrangements by which the Company is bound to issue any additional shares of its capital stock or options to purchase shares of its capital stock.
Capital Stock; Options. Dividends, Etc. Any change in the Company's authorized, issued, or outstanding capital stock; the granting of any stock option or right to purchase shares or the issuance of any security convertible into Shares: any purchase, redemption, retirement, or other acquisition on of any shares; any agreement to do any of the foregoing; or any declaration, setting aside, or payment to any dividend or the making of any other distribution or payment in respect of shares.
Capital Stock; Options. The authorized capital stock of the Company and the shares of capital stock of the Company issued and outstanding, of all classes, and the respective holdings of each of Sellers, are as set
Capital Stock; Options. The Company has authorized 10,000,000 shares of Common Stock, par value $0.01 (the “Common Stock”), 500 shares of Class A Preferred Stock, par value $0.01 (the “Class A Preferred Stock”), and 10,500 shares of Class B Preferred Stock, par value $0.01 (the “Class B Preferred Stock” and together with the Common Stock and the Class A Preferred Stock, the “Shares”). Of such authorized shares, 9,000,000 shares of Common Stock are issued and outstanding, 450,000 shares of Common Stock are held in treasury by the Company, all of the shares of Class A Preferred Stock are issued and outstanding and no shares of Class B Preferred Stock are issued and outstanding. All of the Shares are validly issued, fully paid and nonassessable and are owned by the entities set forth on Exhibit 2.2, free and clear of all encumbrances or claims. There are no issued and outstanding options, warrants, rights, securities, contracts, commitments, understandings or arrangements by which the Company is bound to issue any additional shares of its capital stock or options to purchase shares of its capital stock.
Capital Stock; Options. The authorized capital stock of FFAEP consists of one million (1,000,000) shares of common stock, no par value, of which 5,000 shares are currently outstanding. The authorized capital stock of FFIS consists of one million (1,000,000) shares of common stock, no par value, of which five thousand (5,000) are currently issued and outstanding. All the Shares are duly authorized and validly issued, and are fully paid and nonassessable and are fully owned legally and beneficially by Sellers, free and clear of all Encumbrances or preemptive rights. Except as set forth in this Schedule 4.2, and as of the date hereof, there are outstanding (i) no other shares of capital stock or voting securities of the Companies, (ii) no securities of the Companies convertible into or exchangeable for shares of capital stock or voting securities of the Companies, and (iii) no other options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to acquire from the Companies, and no obligation of the Companies to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Companies. All shares of Companies' stock that are subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Schedule 4.2, as of the date of this Agreement, there are not any outstanding contractual obligations of any the Companies to repurchase, redeem or otherwise acquire any shares of capital stock, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any of the Companies or any other person.
