Capitalization and Title to Shares. (a) Company is authorized to issue 50,000,000 shares of Company Common Stock, of which 21,144,432 shares were issued and outstanding as of September 7, 2000. All of the issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of pre-emptive rights.
Capitalization and Title to Shares. (a) The authorized share capital of the Companies is set forth on Exhibit A hereto. With respect to each Company, the Seller set forth opposite the name of such Company on Exhibit A is the record and beneficial owner of all of the issued and outstanding shares of such Company. All of the Shares are duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights.
Capitalization and Title to Shares. 3.3.1 The Company is authorized to issue 5,000,000 shares of Company Common Stock, without par value, of which 5,000,000 shares are issued and outstanding. Such shares are owned of record as follows: Kxx Xxxxxx, 4,000,000 shares; Dxxxx Xxxxx, 500,000 shares; and Exxxxxx Xxxxx, 500,000 shares. No other class of capital stock of the Company is authorized or outstanding. The Company Shareholders are the sole shareholders of the Company. All of the issued and outstanding shares of the Company’s capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of the Company have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities.
Capitalization and Title to Shares. (a) Company is authorized to issue 100,000,000 shares of Company Common Stock, of which 39,061,379 shares were issued and outstanding as of February 11, 2004. All of the issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of pre-emptive rights.
Capitalization and Title to Shares. (a) The authorized equity securities of the Company consist of 12,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, par value $0.001 per share all of which have been designated as Series A Preferred Stock, of which 8,000,000 shares of common stock and 1,750,000 shares of Series A Preferred Stock are issued and outstanding and constitute the Shares. Sellers are, and will be on the Closing Date, the record owners and holders of the Shares. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of the Company other than restrictions under applicable securities laws. All of the outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Other than the Sellers’ Closing Documents, there are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company. None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act or any other Legal Requirement. The Company owns, or has any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.
Capitalization and Title to Shares. (a) The authorized capital stock of the Company consists of (i) 450,000,000 shares of Company Common Stock, and (ii) 50,000 shares of undesignated preferred stock, par value $0.000001 per share (“Company Preferred Stock”). As of February 29, 2008, (A) 137,561,227 shares of Company Common Stock were issued and outstanding (which amount includes outstanding shares issued under Company Restricted Share Awards), (B) no shares of Company Preferred Stock were issued an outstanding and (C) no shares are issued and held in the treasury of the Company. All of the issued and outstanding shares of Company’s Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Prior to the Effective Time, up to 50,000 shares of Company Series A Preferred Stock will be issued and outstanding and such shares will be duly authorized, validly issued, fully paid and nonassessable.
Capitalization and Title to Shares. (a) The authorized capital stock of Parent consists of (i) 75,000,000 shares of Parent Common Stock and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Parent Preferred Stock”), of which 700,000 shares are currently designated Series A-10 Preferred Stock. As of May 9, 2008, (A) 42,343,326 shares of Parent Common Stock were issued and outstanding and (B) 74,841 shares of Series A-10 Preferred Stock, convertible into 748,410 shares of Parent Common Stock, were issued and outstanding. All of the issued and outstanding shares of Parent’s Common Stock and Parent’s Preferred Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.
Capitalization and Title to Shares. 3.3.1 Seller is authorized to issue Twenty-five Million (25,000,000) shares of Seller Common Stock and Five Million (5,000,000) shares of preferred stock, of which 7,620,000 shares of Seller Common Stock and no shares of preferred stock are issued and outstanding. Such shares are owned of record by the persons and in the amounts set forth on Section 3.3.1 of the Seller Disclosure Schedule. No other class of capital stock of Seller is authorized or outstanding. All of the issued and outstanding shares of Seller's capital stock are duly authorized and are validly issued, fully paid, nonassessable and free of pre-emptive rights. None of the issued and outstanding shares of Seller have been issued in violation of any federal or state law or any preemptive rights or rights to subscribe for or purchase securities.
Capitalization and Title to Shares. (a) The authorized capital stock of Company consists of (i) 9,990,000 shares of Common Stock and (ii) 10,000 shares of preferred stock. As of the date hereof,
Capitalization and Title to Shares. The authorized ----------------------------------- capital stock of IMSAMET consists of 5,000 shares of Common Stock, par value $1.00 per share, of which 1,000 shares (the "Shares") are issued and outstanding and held by Seller, and are the only issued and outstanding shares of capital stock of IMSAMET. All of the Shares have been duly authorized and are validly issued, fully paid and nonassessable, and no personal liability attaches to the owner- ship thereof. Seller is the lawful record and beneficial owner of the Shares, all of which will at Closing be free and clear of all Liens. Except as imposed under Permitted Liens described in clause (vii) of the definition thereof in Article I, Seller has all requisite right, title, power and authority to sell, assign, transfer and deliver the Shares to Purchaser. Except as provided in any of the Contracts listed in SCHEDULE 3.01(L), there are no:
