Capitalization and Shareholdings. The authorized capital stock of DeVivo consists of 5,000 shaxxx xx Common Stock, no par value, of which 5,000 shares are issued and outstanding. The authorized capital stock of Eco consists of 20,000 shares of Common Stock, no par value, of which 100 shares are issued and outstanding. The Shareholders own all of the Shares free and clear of all liens, claims or encumbrances of any nature, in the respective amounts set forth on SCHEDULE 3.2. Each of the Shareholders has full right, power, legal capacity and authority to transfer and deliver the Shares pursuant to this Agreement. The DeVivo Shares and the Eco Shaxxx xxve, in each case, been duly authorized and duly and validly issued and are fully paid and non-assessable and free of preemptive rights. There are no subscriptions, options, warrants, calls, rights, contracts, commitments, agreements, understandings or arrangements to sell or issue any capital stock of either of the Companies, including any right of conversion or exchange under any outstanding security or other instrument, and no shares are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized and issued stock of HCCI is listed in Schedule 3.2. The capital stock of HCCI is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable. Except as disclosed in Schedule 3.2, HCCI does not have outstanding, and is not bound by or subject to, any Rights, and no shares of capital stock of HCCI are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized capital stock of i360 consists of (i) 75,000,000 shares of common stock, 16,280,000 of which are issued and outstanding; (ii) 5,000,000 shares of preferred stock, 300 of which are issued and outstanding and convertible into 9,000,000 shares of common stock of i360, (iii) options to purchase an additional 14,720,000 shares of i360 Common Stock at an exercise price of $0.10 per share, and (iv) options to purchase an additional 3,436,010 shares of i360 Common Stock at an exercise price of $1.33 per share. The capital stock of i360 is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable and free of preemptive rights. Except as disclosed on Schedule 3.2, there is not outstanding, and i360 is not bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional shares of capital stock of i360, including any right of conversion or exchange under any outstanding security or other instrument, and no shares are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized capital stock of Datatec consists of 10,000,000 shares of Datatec Common Stock, 6,850,000 of which are issued and outstanding on the date hereof. The capital stock of Datatec is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable and free of preemptive rights. Except as set forth on SCHEDULE 3.2, Datatec does not have outstanding, and is not bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional shares of capital stock of Datatec, including any right of conversion or exchange under any outstanding security or other instrument, and no shares are reserved for issuance for any purpose. In addition, the options set forth in Schedule 3.2 shall be terminated by Datatec on or prior to the Closing Date or upon the issuance of the Replacement Options (as defined below) pursuant to Section 6.3.
Capitalization and Shareholdings. The authorized share capital of Millennium consists of 20,853,933 shares of Millennium Preferred Stock, 19,662,923 of which are issued and outstanding on the date hereof, and an unlimited number of shares of Millennium Common Stock, 18,571,714 of which are issued and outstanding on the date hereof. The capital stock of Millennium is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable and free of preemptive rights. Except as set forth on Schedule 3.3 hereto, Millennium does not have outstanding, and is not bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional shares of capital stock of Millennium, including any right of conversion or exchange under any outstanding security or other instrument, and no shares are reserved for issuance for any purpose. Millennium has not agreed to qualify any securities for distribution under any provincial securities law. Millennium has fully complied with Section 6 of the Amended and Restated Employee Stock Option Plan of Millennium.
Capitalization and Shareholdings. (a) The authorized capital stock of ICON consists of 5,000,000 shares of ICON Stock, of which 3,010,842 are issued and outstanding on the date hereof, and are owned of record and beneficially as set forth on Schedule 3.2 hereto. Schedule 3.2 hereto also sets forth the proportion of the Merger Consideration to be received by each Shareholder (such proportion also representing the proportion of the Escrowed Consideration to be withheld from each Shareholder). There are no other shares of capital stock authorized, issued or outstanding, nor are there any shares of capital stock held in treasury. The Shareholders own all of the ICON Stock free and clear of all liens, claims, charges, encumbrances and security interests of any kind or character whatsoever (collectively, "Liens"). The Shareholders have full right, power, legal capacity and authority to transfer and deliver the ICON Stock in the Merger and none of the Shareholders or ICON is a party to or bound by any agreements, arrangements or understandings restricting in any manner the sale or transfer of any shares of ICON Stock. The capital stock of ICON is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable and free of preemptive rights. Except as set forth on Schedule 3.2, there is not outstanding, and none of the Shareholders or ICON is bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional shares of capital stock of ICON, including any right of conversion or exchange under any outstanding security or other instrument, and no shares of ICON Stock are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized and issued stock of each of the Call America Companies is listed in Schedule 3.2. The Sellers own all of the shares of Common Stock of each of the Call America Companies free and clear of all liens, claims or encumbrances. The Sellers have full right, power, legal capacity and authority to transfer and deliver the shares of Common Stock of each of the Call America Companies pursuant to this Agreement. The capital stock of each of the Call America Companies is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable. Except as disclosed in Schedule 3.2, none of the Call America Companies has outstanding, and is not bound by or subject to, any Rights, and no shares of capital stock of any of the Call America Companies are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized capital stock of the Company consists of 2,000 shares of common stock, no par value, of which 1,406 shares are issued and outstanding. The Shareholders own all of the Shares free and clear of all liens, claims or encumbrances of any nature, in the respective amounts set forth on Schedule 3.2. Each of the Shareholders has full right, power, legal capacity and authority to transfer and deliver the Shares pursuant to this Agreement. The Shares have been duly authorized and duly and validly issued and are fully paid and non-assessable and free of preemptive rights. There are no subscriptions, options, warrants, calls, rights, contracts, commitments, agreements, understandings or arrangements to sell or issue any capital stock of the Company, including any right of conversion or exchange under any outstanding security or other instrument, and no shares are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized capital stock of Purple Demon consists of two hundred (200) shares of Common Stock without par value, two hundred (200) of which are issued and outstanding. Except as set forth on Schedule 3.2 hereto, the Sellers own all of the Shares free and clear of all liens, claims or encumbrances. The Sellers have full right, power, legal capacity and authority to transfer and deliver the Shares pursuant to this Agreement. The capital stock of Purple Demon is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable and free of preemptive rights. There is not outstanding, and none of Purple Demon or the Sellers is bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional shares of capital stock of Purple Demon, including any right of conversion or exchange under any outstanding security or other instrument, and no shares are reserved for issuance for any purpose.
Capitalization and Shareholdings. The authorized capital stock of PTI consists of 30,000 shares of PTI Common Stock, 9,087 of which are issued and outstanding and are owned of record and beneficially as set forth on Schedule 1.2 hereto. Except as set forth on Schedule 2.3 hereto, the Sellers own 6,102 of the PTI Shares free and clear of all Encumbrances. The Sellers have full right, power, legal capacity and authority to transfer and deliver the PTI Shares pursuant to this Agreement and, except as set forth on Schedule 2.3 hereto, none of the Sellers or PTI is a party to or bound by any agreements, arrangements or understandings restricting in any manner the sale or transfer of the PTI Shares. The capital stock of PTI is duly authorized and all issued capital stock has been duly and validly issued and is fully paid and non-assessable and free of preemptive rights. Except as set forth on Schedule 2.3 hereto, there is not outstanding, and none of the Sellers or PTI is bound by or subject to, any subscription, option, warrant, call, right, contract, commitment, agreement, understanding or arrangement to issue any additional shares of capital stock of PTI, including any right of conversion or exchange under any outstanding security or other instrument, and no shares of Common Stock are reserved for issuance for any purpose. Except as set forth on Schedule 2.3 hereto, neither PTI nor any Seller is subject to any obligation, contingent or otherwise, to repurchase or otherwise acquire the capital stock of PTI.
