Capitalization; Equity Interests. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 10,980,926 shares of preferred stock, $.01 par value per share. As of the date of this Agreement, 5,161,917 shares of Common Stock, 5,000 shares of Series A Preferred Stock, 4,500 shares of Series B Preferred Stock, 1,333,334 shares of Series C Preferred Stock and 9,637,592 shares of Series D Preferred Stock, respectively, were issued and outstanding. The outstanding capital stock of the Company is owned of record as set forth in Section 3.3(a) of the Disclosure Schedule.
Capitalization; Equity Interests. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Common Stock and 125,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). As of the date of this Agreement, (i) 18,065,141 shares of Common Stock were issued and outstanding (of which 582,255 are shares of Restricted Stock), (ii) no shares of Common Stock are held in the treasury of the Company, (iii) no shares of Common Stock are held by Subsidiaries of the Company and (iv) no shares of Preferred Stock are outstanding.
Capitalization; Equity Interests. (i) At the Initial Closing, immediately prior to the issuance of the Securities, the authorized capital stock of the Company consists solely of (A) 20,000,000 shares of Common Stock, of which 5,672,137 shares are issued and outstanding; and (B) 1,000,000 shares of preferred stock, par value $0.01 per share (together with the Common Stock, the "Capital Stock"), of which no shares are issued and outstanding. The outstanding shares of Capital Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Securities have been duly authorized and, when issued in accordance with this Agreement, will be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights.
Capitalization; Equity Interests. (i) As of the date of this Agreement, the authorized capital stock of the Company consists solely of 20,000,000 shares of Common Stock, of which 11,284,514 shares are issued and outstanding. The outstanding shares of Common Stock have been duly authorized and issued and are fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights. The Shares have been duly authorized and, when issued in accordance with this Agreement, will (i) be duly issued, fully paid and non-assessable and not subject to any purchase option or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder. The shares of Common Stock initially issuable upon exercise of the Warrants (the "Exercise Shares") have been duly authorized and reserved for issuance upon exercise and, when issued upon such exercise, will (ii) be duly issued, fully paid and non-assessable and not subject to any purchase option, or right of first refusal or preemptive, subscription or similar rights and (ii) not subject the holder thereof to personal liability by reason of being such holder.
Capitalization; Equity Interests. The authorized capital stock of -------------------------------- the Company consists of 500 shares of Company Common Stock. At the time of execution of this Agreement, 120.51 shares of Company Common Stock were issued and outstanding. The Shareholders own of record and beneficially all of the outstanding capital stock of the Company. Section 3.1(c) of the Disclosure Schedule contains a true and correct list of the number of such shares of capital stock owned by each Shareholder. Except as set forth above, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. There are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the Company or any securities of the type described in the two immediately preceding sentences. The Company does not have any subsidiaries nor does it own or hold any equity or other security interests in any other entity. The Company is not subject to any liability for any claim that it violated any applicable Federal or state securities laws in connection with the issuance of capital stock. For purposes of this Agreement, a "subsidiary" of any person means another person, where the amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other g...
Capitalization; Equity Interests. (a) As of immediately prior to the issuance of the Shares to Amegy at the Closing, the authorized and the issued and outstanding capital stock of the Company will be (i) 75,000,000 shares of Common Stock, 21,447,980 shares of which are issued and outstanding, all of which outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities Laws, and (ii) 10,000,000 shares of preferred stock of the Company, $0.0001 par value per share (“Preferred Stock”), of which (A) 130,000 shares have been designated Series A Preferred Stock, all of which are issued and outstanding, with respect to which the rights, privileges and preferences of the Series A Preferred Stock are as stated in the Certificate of Designation filed by the Company with the Delaware Secretary of State on March 20, 2012 (the “Certificate”) and as provided by the Delaware General Corporation Law and (B) 15,016 shares have been designated Series B Preferred Stock, all of which are issued and outstanding, with respect to which the rights, privileges and preferences of the Series B Preferred Stock are as stated in the Certificate and as provided by the Delaware General Corporation Law.
Capitalization; Equity Interests. (a) The authorized capital stock of the Company consists of 700,000 shares of Company Common Stock. As of the date of this Agreement, 194,193.29 shares of Company Common Stock were issued and outstanding and 39,368.6 shares of Company Common Stock were reserved for future issuance pursuant to the Options outstanding on such date. As of the date of this Agreement, the outstanding capital stock of the Company is owned of record as set forth in Schedule 4.3(a).
Capitalization; Equity Interests. (a) Pipeline Inc.’s authorized capital stock consists of one thousand (1,000) shares, of which one hundred (100) shares are issued and outstanding. R&M Inc.’s authorized capital stock will consist of one thousand (1,000) shares, of which one hundred (100) shares will be issued and outstanding at Closing. NF Inc.’s authorized capital stock will consist of one thousand (1,000) shares, of which one hundred (100) shares will be issued and outstanding at Closing. CT Inc.’s authorized capital stock consists of one thousand (1,000) shares, of which one hundred (100) shares are issued and outstanding. Terminal Inc.’s authorized capital stock consists of one thousand (1,000) shares, of which one hundred (100) shares are issued and outstanding. All of the Shares: (a) have been or, at the Closing, will be duly authorized and validly issued, fully paid, and nonassessable, (b) were or, at the Closing, will be issued in compliance with all applicable state and federal securities laws, (c) were not or, at the Closing, will not have been issued in breach of any Equity Commitments, and (d) are or, at the Closing, will be held of record and owned beneficially by Seller. Disclosure Schedule, Section 5.3(i) lists (x) all Equity Commitments with respect to any capital stock of the Companies, (y) the exercise price of such Equity Commitments, and (z) the termination date of such Equity Commitments. No additional Equity Commitments will arise in connection with the transactions contemplated hereby. There are no Contracts with respect to the voting or transfer of the Shares. The Companies are not obligated to redeem or otherwise acquire any of their outstanding capital stock.
Capitalization; Equity Interests. Section 2.1(e) of the Disclosure Schedule sets forth the authorized capital stock and the number of issued and outstanding shares of each class of stock of Seller, together with the names of the holders of all such capital stock and the percentage of outstanding capital stock held by each such holder. There are no other shares of capital stock or other equity interests of Seller issued or outstanding. All of the shares of stock of Seller are validly issued and outstanding, fully paid and nonassessable. Neither Seller nor any other any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Authority (each, a “Person”) is entitled to any preemptive or similar rights with respect to the shares of stock of Seller.
Capitalization; Equity Interests. (a) The authorized capital stock of the Company consists of 4,133,000 shares of stock, of which (i) 500,000 shares are preferred stock, 20,000 shares of which are designated as 8% Cumulative Redeemable Preferred Stock (the “Redeemable Preferred Stock”) and (ii) 3,633,000 shares are common stock, (A) 1,500,000 shares of which are designated as Series A Common Stock, par value $0.01 per share (the “Series A Stock”), (B) 315,000 shares of which are designated as Series B Common Stock, par value $0.01 per share (the “Series B Stock”), (C) 1,500 shares of which are designated as Series D Common Stock, par value $0.01 per share (the “Series D Stock”), and (D) 1,816,500 shares of which are designated as Common Stock, par value $0.01 per share (the “Common Stock” and, collectively with the Series A Stock, the Series B Stock and the Series D Stock, the “Stock”). As of the date of this Agreement, 20,000 shares of Redeemable Preferred Stock, 690,700 shares of Series A Stock, 307,328 shares of Series B Stock, 1,500 shares of Series D Stock and 0 shares of Common Stock, respectively, were issued and outstanding. In addition, as of the date hereof, the Company has outstanding Warrants to purchase 21,895 shares of Series A Stock and has granted Options to purchase 144,719 shares of Series A Stock.
