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. The authorized capital stock of the Company consists of (1) 1,903,000 shares of Voting Common Stock, 66,780 of which will be outstanding on the Closing Date; (2) 72,000 shares of Class A Common Stock, no shares of which will be outstanding on the Closing Date; and (3) 1,400,000 shares of Preferred Stock, $.01 par value, of which (i) 65,000 shares have been designated Series A Preferred Stock, 64,665 shares of which are outstanding, (ii) 30,000 shares have been designated Series B Preferred Stock, 28,144 shares of which are outstanding, (iii) 380,000 shares have been designated Series C Preferred Stock, 374,462 shares of which are outstanding, (iv) 50,000 shares have been designated Series D Preferred Stock, 45,695 shares of which are outstanding, (v) 30,000 shares have been designated Series E Preferred Stock, 25,816 shares of which are outstanding, (vi) 210,000 shares have been designated Series F Preferred Stock, 208,710 shares of which are outstanding, and (vii) 635,000 shares are undesignated and unissued. The record and, to the best knowledge of the Company, beneficial ownership of the outstanding capital stock of the Company as of the Closing Date is set forth in Exhibit D. All such outstanding shares are duly authorized, validly issued, fully paid and nonassessable, and are not, and will not have been, issued in violation of any preemptive rights. Except as set forth in Exhibit C, Exhibits E-1 and E-2, and the Organic Documents, no issued, no authorized but unissued and no treasury shares of capital stock of the Company are subject to any preemptive right, option, warrant, right of conversion or purchase or any similar right issued or granted by the Company or, to the best knowledge of the Company, by any of its shareholders. Except as set forth in the Organic Documents of the Company or in Section 19, there are no agreements or understandings with respect to the voting, sale or transfer of any shares of capital stock of the Company to which the Company or, to the best knowledge of the Company, any of its Affiliates is a party.
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. The authorized capital stock of the Company consists of 200,000,000 shares of Common Stock, 8,006,210 shares of which are outstanding on the Closing Date. The record and, to the best knowledge of the Company, beneficial ownership of the outstanding capital stock of the Company as of the Closing Date is set forth in Exhibit B. All such outstanding shares are duly authorized, validly issued, fully paid and nonassessable, and are not, and will not have been, issued in violation of any preemptive rights. No issued, no authorized but unissued and no treasury shares of capital stock of the Company are subject to any preemptive right, option, warrant, right of conversion or purchase or any similar right issued or granted by the Company or, to the best knowledge of the Company, by any of its shareholders. Except as set forth in Section 19, there are no agreements or understandings with respect to the voting, sale or transfer of any shares of capital stock of the Company to which the Company or, to the best knowledge of the Company, any of its shareholders is a party.
Capitalization and Ownership of the Company. The authorized capital stock of the Company consists of (i) 20,262,000 shares of Preferred Stock, par value $0.01 per share, 0 shares of which are issued and outstanding as of the date hereof, (ii) 200,000,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), 35,260,532 shares of which are issued and outstanding as of the date hereof, (iii) 20,000,000 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), 5,809,191 shares of which are issued and outstanding as of the date hereof and (iv) 30,000,000 shares of Class C common stock, par value $0.01 per share (“Class C Common Stock), 644,871 shares of which are issued and outstanding as of the date hereof. Each share of Class C Common Stock is convertible into exactly one share of Class A Common Stock. As of the date hereof, prior to the grant of the Warrants, 43,701,180 shares of Common Stock are outstanding on a Fully Diluted Basis.
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. 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.
