Capitalization and Ownership of the Company. (a) The authorized capital stock of the Company consists of 100,000 shares of common stock, $0.01 par value per share (the "Common Stock") and 100,000 shares of Preferred Stock $0.01 par value per share (the "Preferred Stock"). There are issued and outstanding (a) 20,543 shares of Common Stock, of which no shares are held as treasury stock and (b) 10,000 shares of Series A Preferred Stock and 17,500 shares of Series B Preferred Stock, of which no shares are held as treasury stock, and all of such shares of Common Stock and Preferred Stock are held of record and beneficially by the Seller, free and clear of any and all Encumbrances. Immediately following the consummation of the transactions contemplated hereby, all of such issued and outstanding shares shall be held of record and beneficially by the Purchaser, free and clear of any and all Encumbrances. All of the outstanding shares of capital stock of the Company have been duly and validly issued, are fully paid and nonassessable. There are no agreements restricting the transfer of, or affecting the rights of any holder of, any shares of the Company's capital stock or any other securities of the Company, there are no preemptive rights or other rights to be protected from dilution on the part of any holder of any securities of the Company and there are no rights requiring the Company or any of its Subsidiaries to repurchase, redeem or acquire any of the securities of the Company.
(b) There are 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. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. Section 3.2 of the Disclosure Schedule sets forth the names of the record and beneficial 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 or conversion prices and expiration dates of such options, warrants or other rights. There are no agreements with respect to the voting or transfer of capital stock of the Company or with respect to any other aspect of their affairs. None of the outstandin...
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 shares of common stock, no par value per share (the "Company Common Stock"). Each holder of Company Common Stock is entitled to one vote per share of Company Common Stock owned by such holder. As of the date hereof, there are issued (a) 810 shares of Company Common Stock, of which 150 shares are held as treasury stock and 660 shares are outstanding and 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. All of the outstanding shares of Company Common Stock have been validly issued, are fully paid and nonassessable. 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 other jurisdiction, as the same were then in effect. Each Seller 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, and no Person, other than the Sellers, has any right, title or interest in the Company or any of its Subsidiaries or any profits, earnings, cash flows, equity, gains or losses with respect thereto.
Capitalization and Ownership of the Company. (a) The Company's entire authorized capital stock consists of (i) 1,000 shares of Company Common Stock, of which 1,000 shares are issued and outstanding and no shares are held in treasury. All outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. Except as set forth in Schedule 5.2(a), there are no outstanding or authorized unexercised options, rights, warrants, calls, convertible securities, rights to subscribe, conversion rights or other rights to acquire shares of Company Common Stock (each, a "Company Convertible Security") and the Company has not reserved any shares of its capital stock for issuance, nor are there any outstanding stock option rights, phantom equity or similar rights, contracts, arrangements or commitments based upon the book value, income or other attributes of the Company. There are no voting trusts or any other agreements or understandings with respect to the voting of the Company's capital stock. There are no contracts or other obligations to restructure or recapitalize the Company and no outstanding contracts, arrangements or commitments, of the Company to repurchase, redeem or otherwise acquire any of its equity securities.
(b) Schedule 5.2(b) hereto sets forth a true, accurate and complete list of all holders of capital stock of the Company and the number of shares of capital stock held by each such person (each, a "Shareholder" and collectively, the "Shareholders"). All securities issued by the Company have been issued in compliance, in all respects, with all applicable federal and state securities laws. AGREEMENT AND PLAN OF REORGANIZATION - 14
Capitalization and Ownership of the Company. Schedule 3.4 sets forth, with respect to the Company, (i) the Company’s authorized capital, (ii) the number of the Company’s securities that are outstanding, (iii) each Stockholder owning the Company’s securities and the number of shares of such securities owned by such Stockholder, and (iv) each security convertible into or exercisable or exchangeable for the Company’s securities, the number and type of securities such security is convertible into, the exercise or conversion price of such security and the holder of such security. Except as set forth on Schedule 3.4, no person other than the Stockholders owns any securities of the Company. Except as set forth on Schedule 3.4, there is no Contract that requires or under any circumstance would require the Company to issue, or grant any right to acquire, any securities of the Company, or any security or instrument exercisable or exchangeable for or convertible into, the capital stock or membership interest of the Company or to merge, consolidate, dissolve, liquidate, restructure, or recapitalize the Company. The Company Securities (i) have been duly authorized and validly issued and are fully paid and nonassessable, and the shares of Company Common Stock issued upon conversion of the Company Preferred Stock will, upon such conversion, be validly issued, fully paid and nonassessable, and (ii) were issued in compliance with all applicable federal and state securities laws.
Capitalization and Ownership of the Company. The authorized capital stock of the Company consists of 100,000 shares of Class A Voting Common Stock, no par value per share, and 1,000,000 shares of Class B Non-Voting Common Stock, no par value per share, of which 1,111.11 shares of Series A Voting Common Stock are issued and outstanding and held of record and beneficially by the Seller, 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. 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 (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 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.
