Capitalization and Business Records. (a) The authorized, issued and outstanding equity securities of each Entity are as set forth on Schedule 3.3. Schedule 3.3 further sets forth the holder of record and beneficial owner of each outstanding share of Common Stock. All of the issued and outstanding shares of capital stock of Company are owned beneficially and of record by Holding. All of the outstanding shares of capital stock of each of HP Sub and CS Sub are owned beneficially and of record by Company. All of the outstanding shares of capital stock of AP Sub are owned beneficially and of record by CS Sub. All of the issued and outstanding shares of the capital stock of the Entities are duly authorized, validly issued, fully paid and non-assessable, are free and clear of all Liens except Permitted Liens, and were not issued in violation of (i) the applicable Entity’s organizational documents, (ii) any preemptive or other rights of any Person to acquire securities of the Entity, or (iii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the “Securities Laws”). Except as set forth on Schedule 3.3, there are no (A) outstanding or authorized subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, stock participation, phantom stock, stock appreciation, stock bonus plans, profit participation or similar commitments, rights, calls or agreements (contingent or otherwise) relating to any shares in the capital of any of the Entities, or pursuant to which any Entity is required or bound, or may become required or bound, to issue, grant, sell, enter into or otherwise cause to become outstanding any of its equity securities or any such contract, right or commitment relating to its equity securities, and there is no agreement or arrangement, whether or not yet fully performed, which would result in the creation of any of the foregoing; or (B) voting trusts or other agreement or understandings to which any Entity is a party or by which any Entity is bound with respect to the voting, transfer or other disposition of equity securities any Entity. No Entity has any authorized or outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of such Entity on any matter. There are no irrevocable proxies, voting agreements...
Capitalization and Business Records. (a) All issued and outstanding shares of each Company’s capital stock are owned (b) beneficially and of record by the Seller as set forth on Schedule 3.3 hereto, free and clear of any and all Liens. All of the outstanding shares of capital stock of each Company are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any Person to acquire securities of each Company, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the “Securities Laws”). Except as set forth on Schedule 3.3, there are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls or agreements relating to any shares of capital stock of each Company.
Capitalization and Business Records. 7 3.4 Subsidiaries ............................................................................................................................... 7 3.5 No Company Defaults or Consents ........................................................................................... 8 3.6
Capitalization and Business Records. (a) All issued and outstanding shares of the Company's capital stock are owned beneficially and of record by the Sellers as set forth on Schedule 3.3 hereto, free and clear of any and all Liens. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any Person to acquire securities of the Company, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). Except as set forth on Schedule 3.3, there are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls or agreements relating to any shares of capital stock of the Company.
(b) The copies of the certificate of incorporation and bylaws of the Company provided to Buyer are true, accurate and complete and reflect all amendments made through the date of this Agreement. The stock and minute books of the Company made available to Buyer for review were correct and complete as of the date of such review, no further entries have been made through the date of this Agreement, and such stock and minute books contain an accurate record of all material corporate actions of the Company's stockholders and board of directors (and any committees thereof) of the Company taken by written consent or at a meeting since March 7, 2008.
Capitalization and Business Records. (a) The authorized Company Capital Stock consists of (i) 100,000 shares of preferred stock, $0.00001 par value, of which 20,000 have been designated as Series A Preferred Stock, (ii) 4,900,000 shares of common stock, par value $0.00001 per share of which 4,400,000 shares have been designated as Class A Common Stock and 500,000 shares have been designated as Class B Common Stock. All issued and outstanding shares of Company Capital Stock are owned of record as set forth on Schedule 3.3(a) hereto. All of the outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of (i) any preemptive or other rights of any Person to acquire securities of the Company, or (ii) any applicable federal or state securities laws, and the rules and regulations promulgated thereunder (collectively, the “Securities Laws”).
(b) Except as set forth on Schedule 3.3(b), there are no outstanding subscriptions, Options, convertible securities, warrants, calls or similar agreements relating to any shares of Company Capital Stock. Schedule 3.3(b) sets forth a true and complete listing of all outstanding stock Options and warrants, including (i) the name of the holder thereof, (ii) the number of shares of Company Capital Stock subject thereto, (iii) the per share exercise price, (iv) the date of grant, and (v) any applicable vesting schedule.
(c) Except for the Subsidiary, the Company does not own, directly or indirectly, any outstanding securities of or other interests in any other corporation, partnership, joint venture or other Person. The outstanding shares of capital stock of the Subsidiary are validly issued, fully paid and non-assessable, and all such shares are owned by the Company free and clear of any and all Liens of any kind whatsoever, except as set forth in Schedule 3.3(c). There is no existing option, warrant, call, commitment or agreement to which the Subsidiary is a party requiring, and there are no convertible securities of the Subsidiary outstanding which upon conversion would require, the issuance of any additional shares of capital stock of the Subsidiary or other securities convertible into shares of capital stock of the Subsidiary or other equity security of the Subsidiary. The Subsidiary is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and, except where the failure to be so qualified would no...
