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.
(b) Section 3.3(b) of the Disclosure Schedule sets forth a complete list of all of the Company’s Subsidiaries as of the date of this Agreement, together with their respective jurisdictions of incorporation, authorized capital stock, number of shares issued and outstanding and record ownership of such shares. Except as set forth in Section 3.3(b) of the Disclosure Schedule, the Company does not have any Subsidiaries or own or hold any equity or other security interest in any other Person. All issued and outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized, were validly issued, are fully paid and nonassessable and subject to no preemptive rights and are directly or indirectly owned beneficially and of record by the Company, free and clear of all Encumbrances, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock).
(c) Except as set forth in Section 3.3(c) of the Disclosure Schedule, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company or any of its Subsidiaries are issued, reserved for issuance or outstanding. Except as set forth in Section 3.3(c) of the Disclosure Schedule, all outstanding shares of capital stock of the Company and its Subsidiaries were duly authorized and validly issued and are fully paid and nonassessable subject to no preemptive rights. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or such Subsidiary may vote. Except as set forth in Section 3.3(c) of the Disclosure Schedule, there are no securities, ...
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 8,563,660 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.
(ii) Except for this Agreement, the Warrants and as set forth in Schedule 3(c) of the Disclosure Schedule, (x) 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, (y) 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 Common 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 and (z) 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 Common Stock or other voting securities of the Company or any securities of the type described in clauses (x) or (y) above. No dividends on any shares of Common Stock have been declared but no...
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.
(b) Section 3.3(b) of the Disclosure Schedule sets forth a true and complete list of all of the Company’s Subsidiaries as of the date of this Agreement, together with their respective jurisdictions of incorporation, authorized capital stock, number of shares issued and outstanding and record ownership of such shares. Except as set forth in Section 3.3(b) of the Disclosure Schedule, the Company does not have any Subsidiaries or own or hold any equity or other security interest in any other Person.
(c) Except as set forth in Section 3.3(c)(i) of the Disclosure Schedule, all outstanding shares of capital stock of the Company and each of its Subsidiaries were duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of and are not subject to any preemptive or similar rights. Except as set forth in Section 3.3(c)(ii) of the Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness or securities of the Company or any of its Subsidiaries having the right to vote (or convertible into, exercisable or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or such...
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.
(b) The Company has reserved shares of Common Stock (i) for issuance to officers, Directors, employees and consultants of the Company pursuant to its equity incentive plans duly adopted by the Board of Directors and approved by the Company’s stockholders (the “Stock Plans”); (ii) for issuance pursuant to stock options granted to certain persons other than under the Stock Plans; and (iii) for issuance for outstanding common stock purchase warrants as set forth in the Company SEC Documents.
(c) Except for (i) the conversion privileges of the Series A Preferred Stock, (ii) the conversion privileges of the shares of Series B Preferred Stock and (iii) the shares of Common Stock issuable under options or warrants granted as set forth in Section 2.3(b), there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights), commitments, arrangements or agreements, orally or in writing, to purchase or acquire from the Company or any Subsidiary any shares of Common Stock, any shares of Preferred Stock or any other equity securities, or any securities convertible into or exchangeable for shares of Common Stock, Preferred Stock or other equity securities or...
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.
(b) Section 3.3(b) of the Disclosure Schedule sets forth a true and correct list of all of the Company's Subsidiaries, together with their respective authorized capital stock, number of shares issued and outstanding and record ownership of such shares. The Company does not have any Subsidiaries or own or hold, directly or indirectly, any equity or other security interest, or has made any investment, in any other Person. All issued and outstanding shares of capital stock of the Company's Subsidiaries have been duly authorized, were validly issued, are fully paid and nonassessable and subject to no preemptive rights and are directly or indirectly owned beneficially and of record by the Company, free and clear of all Encumbrances, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such 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. Upon consummation of the transactions contemplated by the Agreements, the capitalization of each of NetLinc and Company will be as set forth on Exhibit B attached hereto and all membership interests in each of Company and NetLinc have been or will be issued in compliance with all applicable state and federal laws concerning the issuance of securities. Except as may be granted pursuant to the Agreements, there are no outstanding options, rights or agreements of any kind for the purchase or acquisition from either NetLinc or Company of any of their securities. When issued in compliance with the provisions of this Agreements all membership interests in Company and NetLinc will be free of any liens or encumbrances other than restrictions on transfer under the Agreements or state and/or federal securities laws.
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 the Company, together with the names of the holders of all such outstanding capital stock. There are no other shares of capital stock of the Company issued or outstanding. All of the Shares are validly issued and outstanding, fully paid and nonassessable. Neither the Sellers 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. There are no outstanding or authorized options, warrants, call agreements, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating Sellers or the Company to issue or sell any of the Shares or any other shares of capital stock of, or any other interest in, the Company.
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 the Company, together with the names of the holders of all such outstanding shares and the percentage of outstanding shares held by each such holder. Except as set forth on Section 2.1(e) of the Disclosure Schedule, there are no other shares of capital or other equity securities of the Company. All of the Shares and the capital stock of any Subsidiary are validly issued and outstanding, fully paid and nonassessable. Neither Sellers nor any other 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. Except as otherwise noted in Section 2.1(e) of the Disclosure Schedule, there are no options, warrants, call agreements, convertible securities or other rights, agreements, arrangements or commitments or of any character relating to the capital stock of the Company to issue or sell any of the Shares or any other shares of capital stock of, or any other interest in, the Company. Except for the shareholder agreements listed in Section 2.1(e) of the Disclosure Schedule (the “Existing Shareholder Agreements”), all of which shall be terminated effective at or prior to Closing as contemplated by Section 4.1(s), there are no agreements relating to the Shares or the capital stock of the Company to which Sellers or the Company is a party or by which any of them is bound.
Capitalization; Equity Interests. (a) Section 6.3(a) of the Parent Disclosure Schedule sets forth Parent’s authorized capital stock and the number of shares of equity securities issued and outstanding as of the date of this Agreement.
(b) Except as set forth in Section 6.3(b) of the Parent Disclosure Schedule, all outstanding shares of equity or voting securities or other voting securities of, or ownership interests in, Parent are duly authorized and validly issued and, with respect to shares of equity securities, fully paid and nonassessable. Except as set forth in Section 6.3(b) of the Parent Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness or securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the holders of Parent voting securities or interests may vote. Except as set forth in Section 6.3(b) of the Parent Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver sell, or cause to be issued, delivered or sold, additional shares of equity securities or other voting securities of, or ownership interests in, Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call right, commitment, agreement, arrangement or undertaking. Except as set forth in Section 6.3(b) of the Parent Disclosure Schedule, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating Parent to repurchase, redeem or otherwise acquire any shares of equity securities or other voting securities of, or ownership interests in, Parent or any securities of the type described in the two immediately preceding sentences.
