Capital Structure of Seller. The authorized capital stock of Seller consists of (i) 5,000,000 shares of preferred stock, par value $0.01 per share ("Seller Preferred Stock") none of which is issued and outstanding and (ii) 50,000,000 shares of common stock, par value $0.80 per share ("Seller Common Stock"), of which, as of July 7, 2000, 15,799,535 shares were issued and outstanding and 644,359 shares were held in treasury, and since that date no shares have been issued other than on exercise of Rights Previously Disclosed. As of the date hereof, no shares of Seller Preferred Stock or Seller Common Stock are reserved for issuance, except as Previously Disclosed and except for 3,144,107 shares of Seller Common Stock reserved for issuance pursuant to the Option Agreement. Seller has Previously Disclosed a list of all currently outstanding options for the purchase of Seller Common Stock, the number of shares of Seller Common Stock subject to such options, whether such options are vested or unvested, the vesting schedule for unvested options and the vesting or other treatment of all unvested options in the event of a change of control of Seller. All outstanding shares of Seller Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Seller does not have and is not bound by any Rights which are authorized, issued or outstanding with respect to the capital stock of Seller except (i) for the Option Agreement, (ii) as Previously Disclosed, and (iii) as set forth above. None of the shares of Seller's capital stock has been issued in violation of the preemptive rights of any person.
Capital Structure of Seller. The authorized capital stock of Seller consists of 1,000 shares of common stock, no par value, of which 200 shares are issued and outstanding as of the date of this Agreement and are owned, of record and beneficially, by Shareholder.
Capital Structure of Seller. The authorized capital stock of Seller consists of 50,000,000 shares of Seller Common Stock, par value $1.25 per share, of which 5,852,924 shares are issued and outstanding as of November 30, 2007. The outstanding shares of Seller Common Stock have been duly authorized, are validly issued and outstanding, fully paid and nonassessable, and are not subject to any preemptive rights (and were not issued in violation of any preemptive rights). Except pursuant to this Agreement, the Rights Agreement, or as Previously Disclosed, as of the date hereof, (i) there are no shares of Seller Common Stock authorized and reserved for issuance, (ii) Seller does not have any Rights issued or outstanding with respect to Seller Common Stock, and (iii) Seller does not have any commitment to authorize, issue or sell any Seller Common Stock. 142,690 shares of Seller Common Stock are issuable and reserved for issuance upon exercise of Seller Stock Options as the date hereof. Seller has taken all action necessary so that the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the grant of any rights to any person under the Rights Agreement or enable or require the Rights thereunder to be exercised, distributed or triggered.
Capital Structure of Seller. As of the date of this Agreement and at all times up to and including the Closing Date, Indemnitors shall collectively own not less than fifty-one percent (51%) of the outstanding voting capital stock of the Seller, including all rights and options convertible into capital stock. The authorized capital of Seller as of the Closing Date will be set forth on Schedule 6.02 attached hereto. As of the Closing Date, all outstanding shares of capital stock of Seller will have been duly and validly issued, will be fully paid and non-assessable, and will be outstanding and owned of record, and beneficially, as set forth on Schedule 6.02 attached hereto. Except as set forth on Schedule 6.02, as of the Closing Date, there will be no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of common stock of Seller. Complete and correct copies of Seller's Articles of Incorporation and all amendments thereto, and of its Bylaws have been delivered to Buyer. Seller does not own, directly or indirectly, any shares of capital stock of, or equity interest in, any corporation, partnership, joint venture or other entity.
Capital Structure of Seller. The authorized capital stock of Seller consists of (i) 10,000,000 shares of preferred stock, no par value ("Seller Preferred Stock"), none of which is issued and outstanding; and (ii) 125,000,000 shares of common stock, no par value ("Seller Common Stock"), 13,585,838 shares of which are issued and outstanding and no shares of which are held in treasury. As of the date hereof, no shares of Seller Preferred Stock or Seller Common Stock are reserved for issuance, except that (i) 1,076,960 shares of Seller Common Stock are reserved for issuance upon the exercise of stock options heretofore granted under the Seller Plans (as contemplated in Section 2.13(a)); and (ii) 200,000 shares of Seller Preferred Stock are reserved for issuance upon the exercise of the rights distributed to the holders of Seller Common Stock pursuant to the Rights Agreement. All outstanding shares of Seller Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Seller does not have and is not bound by any Rights which are authorized, issued or outstanding with respect to the capital stock of Seller except as set forth above. None of the shares of Seller's capital stock has been issued in violation of the preemptive rights of any person.
Capital Structure of Seller. The authorized capital stock of Seller consists of 500,000 shares of common stock, par value $0.50 per share ("Seller Common Stock"), of which, as of the date hereof, 96,920 shares are issued and outstanding and no shares are held in treasury. As of the date hereof, no shares of Seller Common Stock are reserved for issuance, except as Previously Disclosed. All outstanding shares of Seller Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Seller does not have and is not bound by any Rights which are authorized, issued or outstanding with respect to the capital stock of Seller. None of the shares of Seller's capital stock has been issued in violation of the preemptive rights of any person.
Capital Structure of Seller. The membership interests listed in Section 3.2 of the Disclosure Schedules are the only membership interests in Seller. As of the date hereof, each Member owns the membership interests set forth opposite such Member’s name in Section 3.2 of the Disclosure Schedules.
Capital Structure of Seller. (a) Section 4.2(a) of the Seller Disclosure Letter sets forth Seller’s record and beneficial ownership of the Company Shares. Other than the Company Shares listed on Section 4.2(a) of the Seller Disclosure Letter, there are no other equity interests or rights to acquire equity interests in the Company. Seller has good and valid title to the Company Shares set forth its opposite name on Section 4.2(a) of the Seller Disclosure Letter, free and clear of all Encumbrances (other than restrictions that may be imposed by applicable securities Laws). Assuming the Purchaser has the requisite corporate power and authority to be the lawful owner of the Company Shares, upon delivery to the Purchaser at the Closing of certificates or instruments representing the Company Shares, duly endorsed by Seller for transfer, and upon receipt of the Purchase Price and the satisfaction of other applicable conditions hereunder, good and valid title to the Company Shares will pass to the Purchaser, free and clear of any Encumbrances (other than restrictions that may be imposed by applicable securities Laws).
Capital Structure of Seller. The authorized capital stock of Seller consists of 5,000,000 shares of Seller Common Stock, of which 1,728,310 shares (including 9,350 shares of restricted stock) are issued and outstanding as of March 19, 2012. 369,300 shares of Seller Common Stock are issuable and reserved for issuance upon exercise of Seller Stock Options as of March 19, 2012. The outstanding shares of Seller Common Stock have been duly authorized, are validly issued and outstanding, fully paid and nonassessable, and are not subject to any preemptive rights (and were not issued in violation of any preemptive rights). Except pursuant to this Agreement or as Previously Disclosed, as of the date hereof, (i) there are no shares of Seller Common Stock authorized and reserved for issuance, (ii) Seller does not have any Rights issued or outstanding with respect to Seller Common Stock and (iii) Seller does not have any commitment to authorize, issue or sell any Seller Common Stock.
Capital Structure of Seller. (a) The issued and outstanding capital of Seller is set forth in Schedule 3.32. The Seller is the sole shareholder of all Subsidiaries. No shares in any of the companies are unissued but reserved or allotted for any purpose. Except for this Agreement, there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the issuance, sale, purchase or redemption of any shares of the companies. No holder of any securities has any preemptive, stock purchase or other rights to acquire shares in the companies save and except as set forth in the governing documents of the companies or in the Shareholders’ Agreement, all of which rights have been waived and will be confirmed by such holders as having been waived on the Closing Date.
