CAPITAL STOCK; SECURITIES. 12 4.5 AUTHORITY; NO CONSENTS .......................... 12 4.6
CAPITAL STOCK; SECURITIES. (i) The authorized capital stock of the Company consists of (A) 25,000,000 shares of Company Common Stock, of which 12,173,999 shares are issued and outstanding, (B) 89,040 shares of Series A Preferred Stock, of which 89,040 shares are issued and outstanding, and (C) 86,000 shares of Series B Preferred Stock, of which 86,000 shares are issued and outstanding. The Company has reserved (A) 1,253,427 shares of Company Common Stock for issuance upon the exercise of Company Options, (B) no shares of Company Common Stock for issuance upon conversion of the Series A Preferred Stock, and (C) no shares of Company Common Stock for issuance upon conversion of the Series B Preferred Stock. Each share of Series A Preferred Stock is not convertible into Company Common Stock. Each share of Series B Preferred Stock is not convertible into Company Common Stock. All outstanding shares of Company Stock are duly authorized, validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter or by-laws of the Company or any agreement to which the Company is a party or by which it is bound. Section 3.1(c) of the Company Disclosure Schedule sets forth a true and complete list of the holders of record shares of Company Stock and the number of such shares owned of record and beneficially by each such holder. Section 3.1(c) of the Company Disclosure Schedule sets forth a true and complete list of the Company Options, outstanding as of the date hereof, including the name of each holder thereof, the number of shares of Company Common Stock subject to each such Company Option, the per share exercise price for each such Company Option, the grant date of each such Company Option and whether each such Company Option was intended at the time of issuance to be an incentive stock option or a non-qualified stock option. All outstanding shares of Company Common Stock and Company Preferred Stock and all outstanding Company Options were issued in compliance with applicable federal and state securities laws. An updated Schedule 3.1(c) reflecting changes permitted by this Agreement in the capitalization of Company between the date hereof and the Effective Time shall be delivered by Company to Parent on the Closing Date. The holders of the Company Stock, Company Options have been or will be properly given, or shall have properly waived, any required notice prior to the Merger, and all rights under the Company Options and Company Warran...
CAPITAL STOCK; SECURITIES. The authorized capital stock of the Company consists of 5,000,000 shares of Company Common Stock, of which 2,387,332 shares are outstanding as of the Closing Date. As of the Closing Date, the Company has no outstanding warrants for shares of Company Common Stock (with no shares of Company Common Stock reserved for such purpose) (collectively, the "Company Warrants"). The Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, share of its capital stock or any such options, rights, convertible securities or obligations. All outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights. There are no voting trusts, voting agreements (except pursuant to Section 6.1 below), first offer rights, co-sale rights, transfer restrictions (other than restrictions imposed by federal or state securities laws) or other agreements, instruments or understandings (whether written or oral, formal or informal) with respect to the voting, registration, transfer or disposition of Company Securities to which the Company is a party or by which it is bound, or to the knowledge of the Company, among or between any Persons other than the Company.
CAPITAL STOCK; SECURITIES. The authorized capital stock of the Company consists of 5,000,000 shares of Company Common Stock, of which 2,387,332 shares are outstanding as of the Closing Date. As of the Closing Date, the Company has no outstanding warrants for shares of Company Common Stock (with no shares of Company Common Stock reserved for such purpose) (collectively, the "Company Warrants") and (y) 12,500 shares of Company Common Stock reserved for issuance upon the exercise of 12,500 outstanding Company Options all of which are Vested Company Options. Other than the 12,500 outstanding Company Options, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, share of its capital stock or any such options, rights, convertible securities or obligations. All outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights. There are no voting trusts, voting agreements (except pursuant to Section 6.1 below), first offer rights, co-sale rights, transfer restrictions (other than restrictions imposed by federal or state securities laws) or other agreements, instruments or understandings (whether written or oral, formal or informal) with respect to the voting, registration, transfer or disposition of Company Securities to which the Company is a party or by which it is bound, or to the knowledge of the Company, among or between any Persons other than the Company.
CAPITAL STOCK; SECURITIES. The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock, of which 6,383,611 shares are outstanding as of November 18, 1997 and 1,000,000 shares of preferred stock with no par value, of which no shares are outstanding. As of November 30, 1997, the Company has outstanding warrants for 583,344 shares of Company Common Stock (with no shares of Company Common Stock reserved for such purpose) (collectively, the "Company Warrants") and (y) 675,000 shares of Company Common Stock reserved for issuance upon the exercise of 351,200 outstanding Company Options, of which 274,700 are Vested Company Options and 76,500 are Unvested Company Options. Other than the 583,344 outstanding Company Warrants and the 351,200 outstanding Company Options, the Company does not have outstanding any options to purchase, or any pre-emptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. All outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights. There are no voting trusts, voting agreements (except in favor of the Merger), proxies (except as a part of voting agreements in favor of the Merger), first refusal rights, first offer rights, co-sale rights, transfer restrictions (other than restrictions imposed by federal or state securities laws) or other agreements, instruments or understandings (whether written or oral, formal or informal) with respect to the voting, transfer or disposition of Company Common Stock to which the Company is a party or by which it is bound, or, to the best knowledge of the Company, among or between any persons other than the Company.
CAPITAL STOCK; SECURITIES. The authorized capital stock of Parent ------------------------- consists of 30,000,000 shares of Parent Common Stock, of which 2,648,739 shares are outstanding as of November 30, 1997. As of November 30, 1997, Parent has reserved (x) 690,965 shares of Parent Common Stock for issuance upon exercise of outstanding warrants (collectively, the "Parent Warrants") and (y) 413,165 shares of Parent Common Stock for issuance upon the exercise of outstanding options (the "Parent Options"), of which 373,356 are vested Parent Options and 39,809 are unvested Parent Options. Other than the 690,965 outstanding Parent Warrants and the 413,165 outstanding Parent Options, Parent does not have outstanding any options to purchase, or any pre-emptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, transfer restrictions (other than restrictions imposed by federal or state securities laws) or other agreements, instruments or understandings (whether written or oral, formal or informal) with respect to the voting, transfer or disposition of Parent Common Stock to which Parent is a party or by which it is bound, or, to the best knowledge of Parent, among or between any persons other than Parent. All outstanding shares of Parent Common Stock are validly issued, fully paid and non-assessable and not subject to preemptive rights. Parent has duly authorized and reserved for issuance the Merger Shares, and, when issued in accordance with the terms of Article II and the Plan of Merger, the Merger Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Parent owns all the outstanding shares of capital stock of Acquisition Sub, and all of such shares are validly issued, fully paid and nonassessable and not subject to preemptive rights.
CAPITAL STOCK; SECURITIES. (i) The authorized capital stock of ------------------------- the Company consists of 200 shares of Company Common Stock, of which 200 shares are issued and outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter or By-laws or any agreement to which the Company is a party or by which it is bound. The authorized capital stock of Safe Ltd. consists of 1,000 ordinary shares, par value one pound per share ("Ordinary Shares") of which one share is issued and outstanding. All outstanding Ordinary Shares of Safe Ltd. are duly authorized, validly issued and outstanding, fully paid and non-assessable, are owned by the Company and are not subject to preemptive rights created by statute, the Memorandum, the Articles or any agreement to which Safe Ltd. is a party or by which it is bound. The authorized capital stock of Certrac consists of 200 shares of common stock, no par value ("Certrac Shares"), of which 40 shares are issued and outstanding. All outstanding Certrac Shares are duly authorized, validly issued and outstanding, fully paid and non- assessable, are not subject to preemptive rights created by statute, the Certrac Charter or Certrac By-laws or any agreement to which Certrac is a party or by which it is bound. Fifty percent (50%) of the outstanding Certrac Shares is owned by the Company. Schedule IIA attached hereto sets forth a true and ------------ complete list of the holders of record shares of Company Common Stock, their addresses, and the number of such shares owned of record and beneficially by each such holder. Section 3.1(c) of the Company Disclosure Schedule sets forth a true and complete list of holders of any Company Option outstanding as of the date hereof, including the name and address of record of each holder thereof, the number of shares of Company Common Stock, Ordinary Shares or Certrac Shares, as applicable, subject to each such Company Option, the per share exercise price for each such Company Option, the nature and type of such Company Option, the grant date of each such Company Option, the employee stock plan pursuant to which such Company Option was granted, if any, and the vesting schedule and vesting acceleration provisions, if any, applicable thereto. All outstanding shares of Company Common Stock, Ordinary Shares and Certrac Shares and outstanding Company Options were issued i...
CAPITAL STOCK; SECURITIES. The authorized capital stock of the Company consists solely of 1,500 shares of Company Common Stock, all of which are outstanding. There are no outstanding rights, subscriptions, calls, options, warrants, preemptive rights, conversion rights, commitments or agreements granted or issued by or binding upon the Company for the purchase or acquisition (contingent or otherwise) from the Company of any shares of its capital stock or any other securities or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of the Company or any such other securities, except in accordance with this Agreement. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any security convertible into or exchangeable for any shares of its capital stock. All outstanding shares of Company Common Stock are validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights. The Stockholder owns of record and beneficially all of the issued and outstanding shares of Company Common Stock. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, there are no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements, instruments or understandings (whether written or oral, formal or informal) with respect to the voting, transfer or disposition of Company Common Stock to which the Company is a party or by which it is bound, or, to the best knowledge of the Company and the Stockholder, among or between any persons other than the Company. All shares of Company capital stock and all other securities previously issued by the Company have been issued in compliance with and pursuant to an exemption from all applicable federal and state securities or "blue sky" laws.
CAPITAL STOCK; SECURITIES. (i) The authorized capital stock of the Company consists solely of 1,000 shares of common stock, $0.01 par value per share, of which 100 are issued and outstanding (the "COMPANY COMMON STOCK"). All outstanding shares of Company Common Stock are duly authorized, validly issued and outstanding, fully paid and non-assessable, and are owned beneficially and of record by Parent, free and clear of all Encumbrances.
CAPITAL STOCK; SECURITIES. (i) The authorized capital stock of the Company consists of (A) 6,000 shares of Common Stock, of which (i) 5,000 shares are classified as Voting Common Stock, no par value, of which 61.75 shares are issued and outstanding, and (ii) 1,000 shares are classified as Non-Voting Common Stock, $1.00 par value per share, of which 398.391 shares will be issued and outstanding after giving effect to the Redemption Transaction, and (B) 6,000 shares of Preferred Stock, $1.00 par value per share, no shares of which are issued and outstanding. There are no outstanding Company Options or other Convertible Securities. All outstanding shares of Company Common Stock are duly authorized, validly issued and outstanding, fully paid and non-assessable and not subject to preemptive rights created by statute, the Charter or by-laws of the Company or any agreement to which the Company is a party or by which it is bound. Section 3.1(c)(i) of the Disclosure Schedule sets forth a true and complete list of the holders of record shares of Company Common Stock and the number of such shares owned of record and beneficially by each such holder. All outstanding shares of Company Common Stock were issued in compliance with applicable federal and state securities laws. The holders of the Company Common Stock have been or will be properly given, or shall have properly waived, any required notice prior to the Merger.
