Capitalization and Stockholders. 14 3.5 Company Financial Statements; Material Changes................................................15 3.6
Capitalization and Stockholders. As of November 30, 1996, the authorized capital stock of the Company consisted of: (i) 100,000,000 shares of Common Stock, of which (A) 44,764,853 shares are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) no shares are held in the treasury of the Company, (C) 13,966,551 shares are reserved for future issuance for the exercise of outstanding stock options and (D) 1,670,773 shares are reserved for future issuance for the exercise of warrants, and (ii) 10,000,000 shares of preferred stock, of which 422,500 shares of Series A Convertible Preferred Stock (initially convertible into 5,827,586 shares of Common Stock) are issued and outstanding. Except for the Contingent Stock and as described in Schedule 2.11, no shares of the capital stock or other equity securities of the Company are authorized, issued or outstanding, or reserved for any other purpose, and there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character (including, without limitation, obligations to issue shares as the deferred purchase price for acquisitions of stock or assets of third parties) to which the Company or any of its Subsidiaries is a party relating to the issued or unissued capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue or sell any shares of capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries, by sale, lease, license or otherwise. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote or which are convertible into or exercisable for securities having the right to vote with the stockholders of the Company on any matter. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock or other equity securities or ownership interests of the Company or any of its Subsidiaries. There are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company. Immediately after the Series B and Convertible Notes Closing and the Series C Closing, all outstanding shares wil...
Capitalization and Stockholders. (a) As of the date hereof, the authorized capital stock of Bancorp consists of the following: CLASS OF PAR STOCK VALUE AUTHORIZED ISSUED OUTSTANDING TREASURY ----- ----- ---------- ------ ----------- -------- Common $0.01 5,000,000 3,525,070 2,486,263 1,038,807 Preferred $0.01 1,000,000 0 0 0 All of the issued and outstanding shares of Bancorp Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of Bancorp Common Stock are subject to any preemptive rights of the current or past stockholders of Bancorp. All of the issued and outstanding shares of Bancorp Common Stock will be entitled to vote to approve the Agreement.
Capitalization and Stockholders. The entire authorized, issued and outstanding capital stock of the Company was as set forth in the Registration Statement, on and as of the dates indicated therein. Immediately after the Closing, all outstanding shares of capital stock will be duly and validly issued and, except as described in the Registration Statement, there will be no options, warrants or other rights outstanding involving the issuance of any additional shares of capital stock of the Company.
Capitalization and Stockholders. (a) The authorized capital stock of RCSB consists of (i) 50,000,000 shares of RCSB Common Stock, $1.00 par value per share, of which 14,477,106 shares are issued and outstanding and 947,100 shares are held as treasury shares, in each case as of the date of this Agreement, and (ii) 50,000,000 shares of series preferred stock, $1.00 par value, consisting of 200,000 shares of Series A junior participating preferred stock and 4,000,000 shares of 7% noncumulative, convertible perpetual preferred stock Series B, of which none are issued and outstanding. All of the issued and outstanding shares of RCSB Common Stock have been duly and validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of RCSB Common Stock has been issued in violation of any preemptive rights of current or past stockholders or are subject to any preemptive rights of the current or past stockholders of RCSB. All of the issued and outstanding shares of RCSB Common Stock will be entitled to vote to approve this Agreement and the Company Merger.
Capitalization and Stockholders. (a) As of the date hereof, the capital stock of the Company consists of the following: CLASS OF STOCK PAR VALUE AUTHORIZED ISSUED OUTSTANDING TREASURY -------------- --------- ---------- ------ ----------- -------- Common $0.01 80,000,000 5,673,464 3,091,515 2,581,949 Preferred $0.01 5,000,000 0 0 0 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 were issued in violation of any preemptive rights of the current or past stockholders of the Company, and, to the Knowledge of the Company, there exist no prior rights of any party to acquire such shares. All of the issued and outstanding shares of Company Common Stock as of the relevant record date will be entitled to vote to adopt the Agreement.
Capitalization and Stockholders. (a) As of the date hereof, except as set forth on Schedule 3.4(a) to the Company Disclosure Schedule, the capital --------------- stock of the Company consists of the following: CLASS OF STOCK PAR VALUE AUTHORIZED ISSUED OUTSTANDING TREASURY -------------- --------- ---------- ------ ----------- -------- Common $0.01 25,000,000 7,491,434 4,817,669 2,673,765 Preferred $0.01 2,000,000 0 0 0 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 were issued in violation of any preemptive rights of the current or past stockholders of the Company, and, to the best knowledge of the Company, there exist no prior rights of any party to acquire such shares. All of the issued and outstanding shares of Company Common Stock as of the relevant record date will be entitled to vote to approve the Agreement.
Capitalization and Stockholders. (a) As of the date hereof, the authorized capital stock of Company consists of 20,000,000 shares of Company Common Stock and 20,000,000 shares of serial preferred stock (“Company Preferred Stock”). As of the date hereof, 4,021,403 shares of Company Common Stock were issued and outstanding, including 55,016 shares of Company Common Stock held by the Company Employee Stock Ownership Plan (the “ESOP”) and 29,990 shares of Company Common Stock held by the Company 401(k) Savings Plan (the “401(k) Plan”). 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 stockholders of Company or are subject to any preemptive rights of the current or past Company shareholders. All of the issued and outstanding shares of Company Common Stock are entitled to one vote on all matters presented for a vote by Company shareholders at any meeting thereof. No shares of Company Preferred Stock are outstanding.
Capitalization and Stockholders. The entire authorized, issued and outstanding capital stock of the Company was as set forth in the SEC Documents, on and as of the dates indicated therein. Immediately after the Closing, all outstanding shares of capital stock will be duly and validly issued and after the Closing, except as described in the SEC Documents and other public announcements by the Company, and except for the Preferred Shares, there will be no options, warrants or other rights outstanding or proposed involving the issuance of any additional shares of capital stock of the Company, and except for (i) the Registration Rights Agreement, (ii) that certain registration rights agreement, dated as of February 8, 1996, between the Company and holders of its 6.25% Convertible Subordinated Debentures due 2006 and (iii) that certain shareholder agreement, dated as of April 17, 1995, between Assisted Living of America, Inc. and various other parties, there will be no agreements or other instruments providing registration rights to stockholders or holders of other securities of the Company.
Capitalization and Stockholders. (a) As of the date hereof, the capital stock of the Company consists of the following: Class of Stock Par Value Authorized Issued Outstanding Treasury Common $ 1.00 3,000,000 1,000,000 835,055 164,945
