Capitalization and Share Ownership. The authorized capital stock of MailKey consists solely of 4,700,000 Ordinary Shares, 150,000 Preferred A Shares and 150,000 Preferred B Shares. The MailKey Preferred A Shares, MailKey Preferred B Shares and MailKey Ordinary Shares have the rights and preferences set forth in the Articles of Association. There are currently 87,365.85 MailKey Ordinary Shares outstanding, 94,387 MailKey Preferred A Shares outstanding, and 68,247.15 MailKey Preferred B Shares outstanding, all of which are owned by the shareholders identified on SCHEDULE 1.3(B). The outstanding shares of capital stock of MailKey have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(d) or on SCHEDULE 1.3(B), there are outstanding (A) no shares of capital stock or other voting securities of MailKey, (B) no securities of MailKey convertible into or exchangeable for shares of capital stock or voting securities of MailKey and (C) no options, warrants or other rights to acquire from MailKey, the MailKey Shareholders, or any other Person, and no obligation of MailKey to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MailKey, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any shares of capital stock of MailKey. The MailKey Capital Stock to be surrendered in the Merger will be owned of record and beneficially by the shareholders identified on SCHEDULE 1.3(B), free and clear of any Encumbrances or Rights. There are no agreements (other than this Agreement) to sell, pledge, assign or otherwise transfer such securities. All of the issued and outstanding shares of capital stock of the Subsidiaries are owned by MailKey, and there are no agreements (other than this Agreement) to sell, pledge assign or otherwise transfer such securities.
Capitalization and Share Ownership. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share, 100 shares of which are duly authorized, validly issued and outstanding, fully paid, nonassessable and owned by the Purchaser free and clear of all liens and encumbrances. No class of capital stock of Merger Sub is subject to preemptive (or similar) rights. Merger Sub was formed solely for the purpose of engaging in a business combination transaction with the Company and has engaged in no other business activities and has conducted its operations solely as contemplated hereby. Except as described in the first sentence of this Section 4.3, Merger Sub has not issued any capital stock or any options, warrants or other rights to acquire capital stock (or securities convertible into or exercisable or exchangeable for capital stock). Except for this Agreement, there are no options, warrants or other rights to acquire capital stock or other equity or voting interests in Merger Sub or securities convertible into or exercisable or exchangeable for capital stock or other equity or voting interests in Merger Sub. Except for this Agreement, no Person has any right to acquire any interest in the business or assets of Merger Sub (including any rights of first refusal or similar right).
Capitalization and Share Ownership. The authorized capital stock of Sky King will upon the Closing consist of no more than 2,000 shares of common stock ("Sky King Common Stock"). There are currently outstanding approximately 1,692 shares of Sky King Common Stock. The outstanding shares of capital stock of Sky King have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as described on Schedule 4.1(d) hereto, there are outstanding (A) no shares of preferred stock or other voting securities of Sky King, (B) no securities of Sky King convertible into or exchangeable for shares of capital stock or voting securities of Sky King and (C) no options, warrants or other rights to acquire from Sky King, and no obligation of Sky King to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Sky King, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any capital stock of Sky King. The Sky King Common Stock to be surrendered in the Merger will be owned of record and beneficially by the Sky King Shareholders, free and clear of all liens and encumbrances of any kind and nature, and have not been sold, pledged, assigned or otherwise transferred. There are no agreements (other than this Agreement) to sell, pledge, assign or otherwise transfer such securities.
Capitalization and Share Ownership. The Company's authorized capital stock consists of 100,000 shares of Common Stock. There are 47,306 shares of the Company's Common Stock presently outstanding (the Common Stock collectively, as previously defined, the "Shares"). The Shareholders are and will be on the Closing Date the record and beneficial owners and holders of the Shares as stated on Schedule 5.4(b), free and clear of any Liens. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon the Company, and were issued in compliance with the Articles of Incorporation of the Company and all applicable Laws, including, without limitation, all federal and state securities or "blue sky" laws and regulations. Other than the Shares, no equity securities of the Company are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the Shares. The Disclosure Schedule sets forth a description of all of the issued and outstanding equity securities of each of the Subsidiaries. The Company owns of record and beneficially all of the issued and outstanding capital stock of each Subsidiary free and clear of any Liens. There are: (i) no Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire any capital shares or other securities of the Company or any Subsidiary, whether or not presently issued or outstanding, from any Shareholder, the Company or any Subsidiary, at any time, or upon the happening of any stated event; (ii) no outstanding securities of any Subsidiary that are convertible into or exchangeable for capital shares or other securities of the Company or any Subsidiary; and (iii) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from any Shareholder, the Company, or any Subsidiary any such convertible or exchangeable securities.
Capitalization and Share Ownership. The Company's authorized capital stock consists of 1,000 shares of Common Stock, par value $1.00 per share, of which 1,000 shares are presently outstanding (previously defined as the "Shares"), which Shares are owned by the Shareholder free and clear of any Liens. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon the Company, and were issued in compliance with all applicable charter documents of the Company. No equity securities of the Company, other than the Shares, are issued or outstanding. There are, and have been, no preemptive rights with respect to the issuance of the Shares. There are no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire any capital stock or other securities of the Company, whether or not presently issued or outstanding, from the Shareholder or the Company, at any time, or upon the happening of any stated event.
Capitalization and Share Ownership. As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 40,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value (the “Preferred Stock”), of which no shares are designated or issued and outstanding. As of the date hereof, (A) 4,628,771 shares of Company Common Stock (excluding shares held by the Company or any of its Subsidiaries, as treasury stock or otherwise) were issued and outstanding, (B) 1,440,965 shares of Company Common Stock were held by the Company and its Subsidiaries, as treasury stock or otherwise, (C) no shares of Preferred Stock were issued and outstanding, (D) 452,000 shares of Company Common Stock were reserved for issuance pursuant to Company Stock Options and (E) 700,000 shares of Company Common Stock were reserved for issuance pursuant to Company Warrants. All outstanding shares of the Company Common Stock are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of the Company is entitled to preemptive rights. All of the shares of the Company Common Stock which may be issued pursuant to the Company Stock Options and Company Warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive (or similar) rights. Schedule 3.3 contains a true and complete list, as of date hereof, of all outstanding options to purchase Company Common Stock granted under the Company Option Plans, and all other options, warrants or rights to purchase or receive Company Common Stock granted by the Company or any of its Subsidiaries (collectively, the “Company Stock Issuance Rights”), the number of shares subject to such Company Stock Issuance Right, the grant dates and exercise prices of each such Company Stock Issuance Right and the names of the holders thereof. There are no outstanding stock appreciation rights or other rights that are linked to the price of the Company Common Stock granted under any Company Option Plan or otherwise, whether or not granted in tandem with a related Company Stock Option. Other than as set forth on Schedule 3.3, there are no options, warrants or other rights to acquire capital stock, or other equity or voting interests in the Company or securities convertible into or exercisable or exchangeable for capital stock or other equity or voting interests in the Company. Except as set forth on Schedule 3.3, each of the outstanding shares of capital stock of...
Capitalization and Share Ownership. The Company's authorized capital stock consists of 500,000 shares of Common Stock. There are 100,000 shares of the Company's Common Stock presently issued and outstanding (previously defined as the "Shares"), all of which Shares are owned by the Shareholder, and which will be free and clear of any Liens, except for the liens of NationsBank Loan and the Bradshaw Loan. All of the Shares have been duly authorized and validly ixxxxx, xre fully paid and nonassessable, were not issued in violation of the terms of any Contract binding upon the Company, the Shareholder or First American, and were issued in compliance with all applicable charter documents of the Company, the Shareholder, and First American and in compliance with and all applicable federal and state securities or "blue sky" laws and regulations. No equity securities of the Company, other than the Shares, are issued or outstanding. There are, and have been, no preemptive option or conversion rights with respect to the Shares. There are: (a) no existing Contracts, subscriptions, options, warrants, calls, commitments or rights of any character granting to any person any right or power to purchase or otherwise acquire any capital shares or other securities or equity interest in or of the Company or from the Company itself, whether or not presently issued or outstanding, from any shareholder of the Company, at any time, or upon the happening of any stated event; and (b) no Contracts, subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from any Shareholder of the Company any such convertible or exchangeable securities.
Capitalization and Share Ownership. The authorized Capital Stock of the Company consists solely of 100,000 Company Shares. The Company Shares have the rights and preferences set forth in the Articles of Incorporation and Bylaws of the Company. As of the date hereof, there are 100,000 Company Shares outstanding, all of which are owned by the Company Shareholders as set forth on Schedule 3.1(d). The Company Shares are duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except for the Company Shares or as set forth on Schedule 3.1(d), there are outstanding (A) no shares of Capital Stock or other voting securities of the Company, (B) no securities of the Company convertible into or exchangeable for shares of Capital Stock or voting securities of the Company and (C) no options, warrants or other rights to acquire from Company, the Company Shareholders, or any other Person, and no obligation of the Company to issue, any Capital Stock, voting securities or securities convertible into or exchangeable for Capital Stock or voting securities of the Company, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any shares of Capital Stock of the Company. The Company Shares are owned of record and beneficially by the Company Shareholders identified on Schedule 3.1(d) free and clear of any Encumbrances or Rights. There are no agreements (other than this Agreement) to sell, pledge, assign or otherwise transfer such securities.
Capitalization and Share Ownership. (a) The aggregate number of shares of capital stock which Aqua-Chem has the authority to issue is Five Thousand (5,000) shares of Common Stock par value One Dollar ($1.00) per share, of which One Thousand Three Hundred (1,300) shares have been validly issued, are presently outstanding, are fully paid and nonassessable and are owned beneficially and of record by Sellers. Aqua-Chem has no shares of its capital stock held as treasury stock. LAH warrants and represents that it owns beneficially and of record One Thousand Forty (1,040) of the Shares and that at and immediately before the Closing it will have good and valid title to the Shares owned by it, free and clear of all pledges, mortgages, security interests, liens, encumbrances, equities or claims ("Liens"). Gestra warrants and represents that it owns beneficially and of record Two Hundred Sixty (260) of the Shares and that at and immediately before the Closing it will have good and valid title to the Shares owned by it, free and clear of all Liens.
(b) There are no existing options, calls, commitments or agreements of any character relating to the capital stock of Aqua-Chem or any of its Subsidiaries or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from Aqua-Chem or any of its Subsidiaries, any shares of capital stock of Aqua-Chem or any of its Subsidiaries. Except as will be set forth in Section 2.3 of the Disclosure Schedule, all of the outstanding securities of each Subsidiary are owned beneficially and of record by Aqua-Chem or another Subsidiary, free and clear of all Liens.
Capitalization and Share Ownership. Upon consummation of the Transactions and as of the Closing Date, the authorized capital stock of Buyer consists of 90,000,000 shares of Buyer's Common Stock. As of June 30, 1999, 16,946,943 of such shares of Buyer's Common Stock were issued and outstanding and 198,363 shares were held by Buyer as treasury stock. Additionally, as of June 30, 1999 there were outstanding options to purchase 2,860,717 shares of Buyer's Common Stock pursuant to the terms of Buyer's Amended and Restated 1996 Equity Compensation Plan, as amended. Buyer owns all of the issued and outstanding shares of capital stock of CACI, and all of such capital stock has been validly issued and is fully paid and nonassessable.
