Capitalization and Shareholders. The authorized capital stock of the Company consists of 4,000 shares of $1.00 par value common stock, of which 4,000 shares are issued and outstanding and are owned of record by the Stockholders in the respective amounts set forth in Schedule 1. The Stockholders are the only record owners of capital stock or other securities of any kind or class of the Company.
(i) None of the Company's capital stock is held in its treasury; (ii) all shares or other interests of the Company's capital stock were legally and validly issued, fully-paid and nonassessable, without violation of any preemptive or dissenters' or similar rights (and no preemptive or other subscriptive rights have ever existed with respect to the Company's capital stock) and in full compliance with federal and state securities laws and other applicable law; (iii) the Company has complied with the terms of its capital stock; (iv) all of the Company's capital stock acquired by it was purchased from funds appropriate for the repurchase of shares of capital stock or other securities and otherwise in accordance with its articles of incorporation, bylaws or other governing instruments and applicable laws; (v) no options, warrants, subscriptions, puts, calls or other rights, commitments, undertakings or understandings to acquire, dispose of or restrict the transfer of, any of the Company's capital stock or other securities of any kind or class or rights, obligations or undertakings convertible into securities of the Company of any kind or class are authorized or outstanding; and (vi) the Company is not subject to any obligation to purchase, redeem or otherwise acquire any of its capital stock or securities (or of any options or rights or obligations described in the preceding sentence) upon the occurrence of a specified event (and assuming that specified time periods have passed and appropriate notices have been given) or otherwise. Neither any act or omission of the Company or the Stockholders or any predecessor in interest, nor the execution, delivery or performance of this Agreement, has resulted in, or will result in, any person having any claim or cause of action whatsoever involving the Company.
Capitalization and Shareholders. (a) As of the date hereof, the authorized capital stock of Company consists of (i) 30,000,000 shares of Company Common Stock, of which 2,388,739 shares are issued and outstanding as of the date hereof, and (ii) 10,000,000 shares of preferred stock, no par value per share, of which none are issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Company Common Stock has been issued in violation of any preemptive rights of current or past shareholders or are subject to any preemptive rights of the current or past shareholders of Company. All of the issued and outstanding shares of Company Common Stock will be entitled to vote to approve this Agreement and the Merger.
(b) Company has shares of Company Common Stock reserved for issuance under the Company stock option plans identified in Section 3.6(b) of the Company Disclosure Schedule (collectively, the “Company Stock Option Plan”) for the benefit of employees and directors of Company and the Company Subsidiaries, pursuant to which options covering shares of Company Common Stock are outstanding (the “Company Stock Options”). Except as set forth on Section 3.6(b) of the Company Disclosure Schedule, there are no other shares of capital stock or other equity securities of Company or Company Bank outstanding and no other outstanding options warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Company or Company Bank, or contracts, commitments, understandings, or arrangements by which Company or Company Bank is or may be bound to issue additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock. There are no outstanding phantom stock rights or awards. Section 3.6(b) of the Company Disclosure Schedule sets forth the name of the holder of each Company Stock Option and the date of grant of, number of shares represented by, exercise price, vesting schedule, and expiration of, each Company Stock Option.
Capitalization and Shareholders. 4 4.4 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4.5
Capitalization and Shareholders. Schedule 4.3A lists all shareholders of Allied and the number and class of shares of stock owned by them. Schedule 4.3B lists the Resulting Air-Cure Shareholders of Allied as of the date of this Agreement and assuming the conversion of Allied's 8% Convertible Subordinated Notes (the "Convertible Notes") and also lists the number and class of shares to be owned by them. As provided for in Section 2.1, the Shareholders will provide to Air-Cure an updated Schedule 4.3B which will be true and accurate as of the date provided to Air-Cure and which shall be true and accurate immediately prior to the Effective Time. The Shareholders have, and at Closing all shareholders of Allied will have, good title to all of the Allied Stock of record and beneficially, free and clear of all liens, pledges, claims, contract restrictions and encumbrances of any kind. Otherwise, none of the Allied Stock is subject to any buy-sell agreement or any other contractual right or restriction. No shareholder of Allied has or will be permitted to exercise any preemptive right in connection with the Merger. All issued and outstanding shares of Allied Stock have been duly authorized and validly issued and are fully paid and nonassessable. Allied does not have any other authorized series or class of stock or any other securities of any kind. There are no outstanding subscriptions, options, contracts, commitments, warrants, calls, agreements, understandings or other arrangements or rights of any character affecting or relating in any manner to the issuance of stock or other securities of Allied (whether by subscription, option, exchange, right of conversion, right of refusal or otherwise) or entitling anyone to acquire shares of stock or other securities of any kind of Allied, other than upon conversion of the Convertible Notes.
Capitalization and Shareholders. Set forth on Schedule 3.1(g) is a list and description of the authorized, issued and outstanding capital stock of each of UK Subsidiary, Korean Subsidiary and Factory Power, all options or warrants to purchase shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power, and any securities convertible into shares of capital stock of either UK Subsidiary, Korean Subsidiary or Factory Power. Also set forth on Schedule 3.1(g) is a list of the names and addresses of all holders of shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power, options or warrants to purchase shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power or securities convertible into shares of capital stock of UK Subsidiary, Korean Subsidiary or Factory Power. All Shares are duly and validly issued, fully paid, and owned of record as set forth on Schedule 3.1(g).
Capitalization and Shareholders. (a) As of the date hereof, the authorized capital stock of Parent consists of (i) 20,000,000 shares of Parent Common Stock, of which 6,002,819 shares are issued and outstanding as of the date hereof, (ii) 10,000,000 shares of preferred stock, no par value per share, of which none are issued and outstanding. All of the issued and outstanding shares of Parent Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Parent Common Stock has been issued in violation of any preemptive rights of current or past shareholders or are subject to any preemptive rights of the current or past shareholders of Parent. All of the issued and outstanding shares of Parent Common Stock will be entitled to vote to approve this Agreement and the Merger.
(b) Parent has shares of Parent Common Stock reserved for issuance under the Parent stock option plans identified in Section 2.6(b) of the Parent Disclosure Schedule (collectively, the “Parent Stock Option Plan”) for the benefit of employees and directors of Parent and the Parent Subsidiaries, pursuant to which options covering shares of Parent Common Stock are outstanding (the “Parent Stock Options”). Except as set forth on Section 2.6(b) of the Parent Disclosure Schedule, there are no other shares of capital stock or other equity securities of Parent outstanding and no other outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Parent, or contracts, commitments, understandings, or arrangements by which Parent is or may be bound to issue additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock. There are no outstanding phantom stock rights or awards.
Capitalization and Shareholders. Set forth on Schedule 3.1(g) is a list and description of the authorized, issued and outstanding capital stock or member interests of each of the Acquired Subsidiaries, all options or warrants to purchase shares of capital stock or member interests of any of the Acquired Subsidiaries, and any securities convertible into shares of capital stock or member interests of any of the Acquired Subsidiaries. Also set forth on Schedule 3.1(g) is a list of the names and addresses of all holders of shares of capital stock or member interests of any of the Acquired Subsidiaries, options or warrants to purchase shares of capital stock or member interests of any of the Acquired Subsidiaries or securities convertible into shares of capital stock or member interests of any of the Acquired Subsidiaries. All Shares are duly and validly issued, fully paid, and owned of record as set forth on Schedule 3.1(g).
Capitalization and Shareholders. Set forth on Schedule 2.1(e) is ------------------------------- --------------- a true and complete list and description of the authorized, issued and outstanding capital stock of Company, all options or warrants to purchase shares of capital stock of Company and any securities convertible into shares of capital stock of Company. Also set forth on Schedule 2.1(e) is a true and --------------- correct list of the names and addresses of all holders of shares of capital stock, options, warrants or securities convertible into shares of capital stock of Company and the number of securities owned by each. All authorized shares of capital stock of Company are duly and validly issued and outstanding, fully paid and nonassessable, and owned of record as set forth on Schedule 2.1(e). Except --------------- as set forth on Schedule 2.1(e), there are not outstanding any subscription --------------- rights, preemptive rights, options, calls, warrants, conversion rights, commitments or agreements of any kind for the sale and issuance by Company of any of its capital stock or equity securities.
Capitalization and Shareholders. 16 3.2 Financial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Capitalization and Shareholders. (a) As of the date hereof, the authorized, issued and outstanding capital stock of Piedmont consists of the following:
(b) All of the issued and outstanding shares of Piedmont Common Stock and Piedmont Preferred Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Piedmont Common Stock and Piedmont Preferred Stock were issued in violation of any preemptive rights of the current or past shareholders of Piedmont, and, there exist no prior rights of any party to acquire such shares. All of the issued and outstanding shares of Piedmont Common Stock as of the relevant record date will be entitled to vote to adopt the Agreement and Certificate of Amendment, and all of the issued and outstanding shares of Piedmont Preferred Stock as of the relevant record date will be permitted to vote to adopt the Certificate of Amendment.
(c) As of the date hereof, Piedmont has 315,000 shares of Piedmont Common Stock reserved for issuance under the stock option plans for the benefit of employees and directors of Piedmont and the Bank (the “Piedmont Option Plans”) pursuant to which options covering an aggregate of 267,500 shares of Piedmont Common Stock are outstanding as of the date hereof with an average exercise price of $11.57 per share. As of the date hereof, all of the shares of Piedmont Common Stock authorized to be issued under the Piedmont Option Plans have been awarded, vested and distributed, except as set forth on Schedule 3.2(c) of the Piedmont Disclosure Schedule. As of the date hereof, there were warrants to purchase an aggregate of 110,000 shares of Piedmont Common Stock outstanding at a price of $10.00 per share. Except as set forth in Section 3.2(a), this Section 3.2(c) and Schedule 3.2(c) of the Piedmont Disclosure Schedule, there are no shares of capital stock or other equity securities of Piedmont outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Piedmont, or contracts, commitments, understandings, or arrangements by which Piedmont is or may be bound to issue additional shares of its capital stock or options, warrants, or rights to purchase or acquire any additional shares of its capital stock. Each outstanding option and warrant is exercisable or will be exercisable as of the date set forth on Schedu...
