Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common Stock, of which 9,334,857 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common Stock35,000,000 Shares, of which 9,334,857 shares have been 19,683,903 Shares (including 714,289 Company Restricted Shares) were issued and are outstanding as of the close of business on June 6January 29, 2017 (the “Determination Date”)2016; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been were issued or are outstandingand outstanding as of the close of business on January 29, 2016. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully fully-paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 50,000,000 shares of Company Common StockStock (with no par value), of which 9,334,857 4,104,990 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”)this Agreement; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, Preferred Stock (with par value of $0.001 per share.01), of which no shares have been none are issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. There are 20,000 Shares held by the Company as treasury stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 17,500,000 shares of Company Common Stock, of which 9,334,857 5,726,813 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”)this Agreement; and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.and

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 200,000,000 shares of Company Common Stock, of which 9,334,857 48,268,495 shares have had been issued and are were outstanding as of the close of business on June 6July 29, 2017 (the “Determination Date”)2013; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 of 30,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 9,334,857 10,000,000 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common Stock110,000,000 Shares, of which 9,334,857 shares 48,356,839 Shares have been issued and or are outstanding as of the close of business on June 6, 2017 (the “Determination Reference Date”); and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stockCompany Preferred Stock, par value of $0.001 per share, none of which no shares have been are issued or are outstandingoutstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 25,000,000 shares of Company Common StockStock (with par value $.01), of which 9,334,857 7,275,390 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”)this Agreement; and (ii) 5,000,000 shares of the Company’s preferred stock, Preferred Stock (with par value of $0.001 per share.01), of which no shares have been none are issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 500 shares of Company Common Stock, no par value, of which 9,334,857 300 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company Shareholders collectively own, of record and beneficially, all of the issued and outstanding shares of Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 200,000,000 shares of Company Common Stock, of which 9,334,857 18,002,484 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”)day immediately preceding the date of this Agreement; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stockPreferred Stock, par value of $0.001 per share0.001, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common StockShares, of which 9,334,857 28,801,863 shares have been issued and are outstanding as of the close of business on June 6September 26, 2017 2019 (the “Determination Capitalization Date”); and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, $0.001 par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common StockShares, of which 9,334,857 shares 45,939,508 Shares have been issued and are outstanding as of the close of business on June 6March 1, 2017 (the “Determination Date”)2021; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, $0.001 par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 100,000,000 29,250,000 shares of Company Common Stock, of which 9,334,857 8,659,000 shares have been are issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”)outstanding; and (ii) 5,000,000 13,375,000 shares of the Company’s preferred stockCompany Series A Preferred Stock, par value of $0.001 per share, 12,238,394 of which no shares have been are issued or are and outstanding. All of the issued and outstanding shares of Company Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 150,000,000 shares of Company Common Stock, of which 9,334,857 40,276,630 shares (which amount includes all Company Common Stock issued as Restricted Securities) have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”)date of this Agreement; and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common StockShares, of which 9,334,857 28,343,139 shares have been were issued and are outstanding as of the close of business on June 6September 8, 2017 2015 (the “Determination Date”); of which 388,474 are Company SPR Shares and 97,464 are Company CSPA Shares) and (ii) 5,000,000 2,500,000 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been were issued or are outstandingand outstanding as of the close of business on September 8, 2015. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 solely of 5,000,000 shares of Common Stock (with no par value) ("Company Common Stock"), of which 9,334,857 4,590,909 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable, and are held beneficially and of record by Seller free and clear of all Encumbrances. At the Closing Purchaser will acquire the Shares free and clear of all Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 850,000,000 shares of Company Common Stock, of which 9,334,857 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding 235,583,764 shares of Company Common Stock have had been duly authorized issued and validly issuedwere outstanding as of May 6, 2019 (the “Capitalization Date”) and of which no shares are fully paid and nonassessableheld by the Company in its treasury.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common Stock1,000,000,000 Shares, of which 9,334,857 26,844,292 shares have been issued and are outstanding as of the close of business on June 6November 3, 2017 (the “Determination Date”)2022; and (ii) 5,000,000 shares of the Company’s preferred stock, $0.001 par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 of 2,000,000 shares of Company Common Stock, par value $0.01 per share, of which 9,334,857 1,008,563 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Part 2.3 of the Disclosure Schedule lists each agreement pursuant to which the Company holds a repurchase option and to which any of such shares is subject.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 of 30,000 shares of Company Common Stockcommon stock having a par value of $1.00 per share, of which 9,334,857 1,000 shares (constituting all of the Shares) have been issued and are outstanding as outstanding. The Selling Shareholders have, and the Purchaser will acquire at the Closing, good and valid title to the Shares free and clear of the close of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingany Encumbrances. All of the outstanding shares of Company Common Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and nonassessable.fully

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 20,000,000 shares of Company Common StockStock (no par value), of which 9,334,857 9,214,113 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 19,000,000 shares of Company Common Stock, of which 9,334,857 9,993,120 shares have of Company Common Stock had been issued and are were outstanding as of the close of business on June 6, 2017 date hereof (the “Determination Capitalization Date”); ) and (ii) 5,000,000 1,000,000 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been are issued or are outstanding. All outstanding as of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessableCapitalization Date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of 2,000,000 common shares (i) 100,000,000 shares of “Company Common Stock, ”) of which 9,334,857 551,331 shares have been are issued and are outstanding as of the close date of business this Agreement, and are held of record as set forth on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingExhibit A annexed hereto. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessablenon-assessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 41,666,667 shares of Company Common Stock, of which 9,334,857 (A) 25,535,101 shares have had been issued and are were outstanding as of the close of business on June 618, 2017 2012 (the “Determination Capitalization Date”)) and (B) no shares were held by the Company in its treasury as of the Capitalization Date; and (ii) 5,000,000 3,333,333 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been are issued or outstanding or are outstanding. All of held by the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablein its treasury.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 of 850 shares of Company Common Stock, of which 9,334,857 120 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable, and are owned beneficially and of record by the Shareholders, 108 shares by Horn and 12 shares by Kelley. There is no repurchase option that is held by the Compaxx xxx to which any of such shares is subject.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 500,000,000 shares of Company Common Stock, of which 9,334,857 28,484,582 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); this Agreement and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stockPreferred Stock, par value of $0.001 per share, none of which no shares have been issued or and are outstandingoutstanding as of the date of this Agreement. The Company holds 2,721,432 shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.and

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 60,000,000 shares of Company Common Stock, of which 9,334,857 20,482,070 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”)this Agreement; and (ii) 5,000,000 1,000,000 shares of the Company’s preferred stock, par value of $0.001 per shareCompany Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.validly

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 7,000,000 shares of Company Common Stock, of which 9,334,857 1,418,610 shares have been were issued and outstanding as of August 31, 2003; (ii) 2,000,000 shares of convertible preferred stock, $.75 par value, none of which are issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”)this Agreement; and (iiiii) 5,000,000 600,000 shares of the Company’s non-convertible preferred stock, $.50 par value of $0.001 per sharevalue, none of which no shares have been are issued or are outstandingand outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: ten million (i10,000,000) 100,000,000 shares of Company Common StockStock (with no par value), of which 9,334,857 three million eight hundred twenty-eight thousand shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. On the date hereof, Xxxxxxxx holds all of the outstanding shares of the capital stock of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 of 100,000 shares of Company Common Stockcommon stock, $1.00 par value, of which 9,334,857 1,000 shares have been are issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 100,000 shares of Company Common StockStock (with no par value), of which 9,334,857 80,142 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. No repurchase option exists in favor of the Company with respect to any of such shares. No shares of preferred stock have been issued or outstanding.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Common Stock185,000,000 Shares, $0.01 par value per share, of which 9,334,857 105,572,740 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Reference Date”); and (ii) 5,000,000 10,000,000 shares of the Company’s preferred stock, $0.01 par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 of 20,000,000 shares of Company Common StockStock (with $0.001 par value), of which 9,334,857 6,521,300 shares have been issued and are outstanding as of the close date of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstandingthis Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable.