Capitalization and Ownership of the Company Sample Clauses

Capitalization and Ownership of the Company. (a) The authorized capital stock of the Company consists of 18,000,000 shares of Common Stock, $0.001 par value per share, 170,000 shares of Series A Preferred Stock; and 12,337,112 shares of Series B Preferred Stock (together with the Common Stock and the Series A Preferred Stock, the “Company Stock”). As of the date hereof, there are issued and outstanding (a) 1,964,888 shares of Common Stock, of which no shares are held as treasury stock, (b) 168,001 shares of Series A Preferred Stock, of which no shares are held as treasury stock, and (c) 9,264,130 shares of Series B Preferred Stock, of which no shares are held as treasury stock, and all of such shares are held of record and beneficially by the Persons and in the respective amounts set forth on Section 3.2(a) of the Disclosure Schedule, free and clear of any Liens. As of the date hereof, (i) (A) 453,477 shares of Common Stock are reserved for issuance pursuant to outstanding Warrants to purchase Common Stock, (B) 7,862 shares of Common Stock are reserved for issuance pursuant to the conversion of the Series A Preferred Stock issuable upon exercise of certain outstanding Warrants to purchase Series A Preferred Stock, and (C) 1,723,311 shares of Common Stock are reserved for issuance pursuant to the conversion of the Series B Preferred Stock issuable upon exercise of certain outstanding Warrants to purchase Series B Preferred Stock; (ii) 896,466 shares of Common Stock are reserved for issuance pursuant to outstanding Options, all of which have been granted under the Company Stock Option Plan; (iii) 1,350 shares of Series A Preferred Stock are reserved for issuance pursuant to outstanding Series A Preferred Warrants; (iv) 1,723,311 shares of Series B Preferred Stock are reserved for issuance pursuant to outstanding Series B Preferred Warrants. All of the outstanding shares of capital stock of the Company are duly authorized and have been validly issued, and are fully paid and nonassessable. None of the outstanding shares of Company Stock were issued in violation of the Securities Act or the securities or blue sky laws of any state or jurisdiction. (b) The Company has no outstanding bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which the Stockholders can vote. (c) Except as set forth on Section 3.2(c) of the Disclosure Schedule, there are not as of the date hereof, and at the Effective Time there will not be, any (i) agreements restricting the transfer of stoc...

Capitalization and Ownership of the Company. The Seller owns one hundred percent (100%) of the issued and outstanding Membership Interests of the Company, free and clear of any and all Liens. All such Membership Interests are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or other rights of any Person to acquire securities of the Company. There are no outstanding subscriptions, options, convertible securities, rights (preemptive or other), warrants, calls or agreements relating to any membership interests or other equity interests of the Company.

Capitalization and Ownership of the Company. As at the date of this Agreement the Company is authorized to issue an aggregate of 55,000,000 shares of its capital stock, $0.0001 par value per share, of which (i) 50,000,000 shares are designated as common stock, with 40,000,000 shares designated as Class A voting common stock (“Class A Common Stock”) and 10,000,000 shares designated as Class B non-voting common stock (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), and (ii) 5,000,000 shares designated as preferred stock (the “Preferred Stock”) which may be issued in one or more series containing such rights, preferences and privileges as the board of directors of the Company may, from time to time, designate. As at the date of this Agreement, an aggregate of 10,169,746 shares of Class A Common Stock are issued and outstanding, and no shares of Class B Common Stock have been issued. The Subject Shares, when issued, will be free and clear of all pledges, liens, encumbrances and other restrictions (other than those arising under federal or state securities laws as a result of the issuance of the Subject Shares. The issue and sale of the Subject Shares will not result in a right of any holder of Company securities to adjust the exercise, exchange or reset price under such securities. The Company has made available to the Investor true and correct copies of the Company’s Certificate of Incorporation, and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”).

Capitalization and Ownership of the Company. As at the date of this Agreement and as at the Closing Date the authorized capital stock of the Company and 100% of the issued and outstanding capital stock of the Company is owned by the Stockholders in the names of those Persons and in the amounts set forth on SCHEDULE 1.4 annexed hereto.

Capitalization and Ownership of the Company. The Shares of the Company are held as set forth in Exhibit "B" hereto and in the respective amounts set forth in Exhibit "B" hereto, free and clear of any Liens and comprise all of the share capital of the Company. All of the Shares have been validly and properly issued, are fully paid for and are non-assessable. For the purpose of this Section 3.3, the term "non-assessable" shall mean that no calls can be validly made on any currently issued shares by the Company and that no holder of those shares can be made liable for the acts or omissions of the Company by reason of being only a registered shareholder of the Company. There is no warrant, right, option, conversion privilege, stock purchase plan, put, call or other contractual obligation relating to the offer, issuance, purchase or redemption, exchange, conversion, voting or transfer of any shares in or debt of the Company or other securities convertible into or exchangeable for shares in the Company, other than the NKA Notes (now, in the future or upon the occurrence of any contingency) or that provides for any stock appreciation or similar right. There are no agreements to register any securities of the Company or sales or resales thereof under federal or state securities laws.

Capitalization and Ownership of the Company. The authorized capital stock of the Company consists of 1,000,000 shares of Class A Common Stock, $0.10 par value per share (the "Class A Common Stock"), and 1,000,000 shares of Class B Common Stock, $0.10 par value per share (the "Class B Common Stock" and collectively with the Class A Common Stock, the "Company Common Stock"). As of the date hereof, there are issued and outstanding (a) 10,000 shares of Class A Common Stock and 100,000 shares of Class B Common Stock, of which no shares are held as treasury stock and 10,000 shares of Class A Common Stock and 100,000 shares of Class B Common Stock are held of record and beneficially by the Persons and in the respective amounts set forth on ss. 3.2 of the Disclosure Schedule, free and clear of any Liens, except as set forth in ss. 3.2 of the Disclosure Schedule. All of the outstanding shares of Company Common Stock have been validly issued, are fully paid and nonassessable. Except as set forth in ss. 3.2 to the Disclosure Schedule, there are no agreements restricting the transfer of, or affecting the rights of any holder of, the shares of Company Common Stock or any other shares of the Company's capital stock, there are no preemptive rights on the part of any holder of any class of securities of the Company and no outstanding options, warrants, rights, or other agreements or commitments of any kind obligating the Company, contingently or otherwise, to issue or sell any shares of its capital stock or any securities or obligations convertible into, or exchangeable for, any shares of its capital stock, and no authorization therefor has been given. Section 3.2 of the Disclosure Schedule sets forth the names of the record holders of all outstanding options, warrants or other rights to purchase, sell or otherwise dispose of, or rights to exchange or convert into, any shares of the Company's capital stock and the number of shares, exercise prices and expiration dates of such options, warrants or other rights. None of the outstanding shares of capital stock of the Company was issued in violation of the Securities Act or the securities or blue sky laws of any state or jurisdiction, which violation would have a Material Adverse Effect. Each Stockholder has full right, power and authority to transfer the Shares in the respective amounts as set forth in ss. 3.2 of the Disclosure Schedule to Buyer, free and clear of any Liens, other than as set forth in ss. 3.2 of the Disclosure Schedule.

Capitalization and Ownership of the Company. The authorized capital stock of the Company consists of twenty million shares of common stock, $.01 par value per share, and one million shares of preferred stock, $.01 par value per share. The issued and outstanding shares held of record and beneficially by the Sellers and the respective amounts thereof shall be set forth in Exhibit B, and shall be free and clear of any Liens. All of the outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable. Except as set forth in Section 3.3 of the Disclosure Schedule, there is no warrant, right, option, conversion privilege, stock purchase plan, put, call or other contractual obligation relating to the offer, issuance, purchase or redemption, exchange, conversion, voting or transfer of any shares of capital stock of the Company or other securities convertible into or exchangeable for capital stock of the Company (now, in the future or upon the occurrence of any contingency) or that provides for any stock appreciation or similar right. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no agreements to register any securities of the Company or sales or resales thereof under federal or state securities laws.

Capitalization and Ownership of the Company. The authorized capital stock of the Company consists of 335,564 shares of Class A Common Stock, of which 36,641 shares are issued and outstanding and 263,923 shares of Class B Common Stock, all of which are issued and outstanding. The Shares constitute all of the issued and outstanding shares of capital stock of the Company and, immediately prior to the transactions contemplated by Section 1.2 of this Agreement, are owned of record by the Sellers as set forth on Section 2.2 of the Disclosure Schedule. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on Section 2.2 of the Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements, puts, calls, rights to subscribe or commitments to which the Company is a party or which are binding upon the Company providing for the issuance, disposition or acquisition of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth on Section 2.2 of the Disclosure Schedule, there are no agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of the Shares.

Capitalization and Ownership of the Company. The Company's authorized capital stock consists of 40,000,000 shares of common stock, par value $.01 per share, of which 528,457 shares are outstanding as of the date hereof and of which approximately 7,000,000 will be outstanding as of the Closing, and 10,000,000 shares of preferred stock, par value $.01 per share, of which none are outstanding. All issued and outstanding shares of common stock of the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. When issued, the Company Shares will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as provided in SECTION 6.3 of this Agreement and in that Consulting Agreement by and between KMG and Xxxxxx Financial Corporation, there are no outstanding or authorized options, rights, warrants, calls, convertible securities, rights to subscribe, conversion rights or other agreements or commitments to which the Company or HFG are parties or which are binding upon the Company or HFG providing for the issuance by the Company or transfer by the Company or HFG of additional shares of its capital stock and the Company has not reserved any shares of its capital stock for issuance, nor are there any outstanding stock option rights, stock appreciation or similar rights, contracts, arrangements or commitments. Except as provided in SECTION 6.4 of this Agreement, there are no voting trusts or any other agreements or understandings with respect to the voting of the Company's capital stock.

Capitalization and Ownership of the Company. (a) All of the Stock is owned beneficially and of record by the Seller as described on Schedule 4.2, free and clear of all Encumbrances. Upon payment of the entire Purchase Price to Seller and the delivery of the certificates for the Stock to Buyer pursuant to this Agreement, Buyer will have acquired all of the right, title and interest of Seller in and to the Stock, free and clear of all Encumbrances. All of the shares of Stock were validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder. (b) The authorized capital stock of the Poly-Flex US consists of (i) 8,000 shares of common stock, $.01 par value per share, of which 1,000 shares are, as of the date hereof, and will be, as of the Closing Date, issued and outstanding. There are no outstanding options, warrants or other rights to subscribe for or purchase from Poly-Flex US, or any securities convertible into or exchangeable for, or any plans, contracts or commitments providing for the issuance of, or the granting of rights to acquire, (i) any capital stock of Poly-Flex US or (ii) any securities convertible into or exchangeable for any capital stock of Poly-Flex US. (c) The authorized share capital of the Poly-Flex UK consists of (i) 500,000 Ordinary shares of [Pound]1 each, of which 355,555 shares are, as of the date hereof, and will be, as of the Closing Date, issued and fully paid. There are no outstanding options, warrants or other rights to subscribe for or purchase from Poly-Flex UK, or any securities convertible into or exchangeable for, or any plans, contracts or commitments providing for the issuance of, or the granting of rights to acquire, (i) any capital stock of Poly-Flex UK or (ii) any securities convertible into or exchangeable for any capital stock of the Poly-Flex UK. (d) There are no outstanding contractual obligations or understandings of the Company to repurchase, redeem or otherwise acquire any of the Stock. (e) There are no rights, agreements, restrictions or encumbrances (such as preemptive rights, rights of first refusal, rights of first offer, proxy, voting agreements, voting trusts, registration rights agreements or shareholders agreements) with respect to the purchase, sale or voting of any shares of Stock.