Capitalization of Company and Subsidiaries. The authorized capital stock of Company consists entirely of 50,000 shares of voting common stock and 54,000 shares of non-voting common stock, no par value. All issued and outstanding capital stock, being 23,451 Shares, is now and will be on the Closing Date all owned of record and beneficially by Shareholders in the respective numbers set forth in Schedule 4.1.(f). All such Shares are validly issued, fully paid and nonassessable. Additionally, there is issued common stock held by the Company as "Treasury Stock," consisting of 200 shares of voting common stock and 2,949 shares of nonvoting common stock. There are no outstanding warrants, options or convertible securities.
Capitalization of Company and Subsidiaries. (a) The authorized Equity Securities of the Company consist of 100,000,000 shares of common stock, par value $0.001 per share, of which 57,000,000 shares, constituting the Shares, are issued and outstanding. Sellers are the owners (of record and beneficially) of all of the Shares, free and clear of all Encumbrances, including any restriction on the right of any Seller to transfer the Shares to Buyer pursuant to this Agreement. The assignments, endorsements, stock powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest in the Shares (of record and beneficially) owned by such Seller. Upon transfer to Buyer of the certificates representing the Shares, Buyer will receive good title to the Shares, free and clear of all Encumbrances. Part 3.3(a) of the Disclosure Letter lists Sellers and the number of Shares held by each Seller.
Capitalization of Company and Subsidiaries. (a) The authorized Equity Securities of the Company consist of 100,000 Member Units, of which 28,061.213 Member Units, constituting the Interests, are issued and outstanding. Sellers are the owners (of record and beneficially) of all of the Interests, free and clear of all Encumbrances (other than generally applicable restrictions or limitations on transfers of securities arising under applicable securities laws). All the outstanding Interests have been duly authorized and are validly issued. Except as set forth in Schedule 4.3(a), there are no Applicable Contracts relating to any Interests, including the sale, voting, or transfer thereof. There are no outstanding subscription, option, warrant, call or exchange right, convertible security, or other obligations in effect giving any Person (other than the Buyer pursuant to this Agreement) the right to acquire any of the Interests.
Capitalization of Company and Subsidiaries. (a) The authorized, issued and outstanding Equity Securities of the Company as of the date of this Agreement are as set forth on Schedule 4.3(a). The Shares are duly and validly authorized and issued, fully paid and nonassessable. There are no outstanding Equity Securities that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock except as set forth on Schedule 4.3(a).
Capitalization of Company and Subsidiaries. (a) The authorized capital of the Company consists of ordinary shares issued and fully paid up (the “Shares”). Seller is the sole beneficial owner of the Shares through its subsidiary. The assignments, endorsements, instruments of transfer and sold notes and other documents as set out in Section 2.6(a) to be delivered by Seller to Buyer at the Closing will be sufficient to transfer Seller’s entire interest in the Shares (of record and beneficially). At Closing, the Buyer will receive good title to the Shares, free and clear of all Encumbrances.
Capitalization of Company and Subsidiaries. SCHEDULE 3.8 to the Disclosure Memorandum sets forth the entire authorized share capital or capital stock (or other form of ownership interest, in the case of 3Net China) of the Company and each Subsidiary, indicating in each case which shares in the capital or of capital stock (or other form of ownership interest, in the case of 3Net China) are issued (allotted) and the owners thereof. Neither the Company nor any Subsidiary has any direct or indirect equity or other ownership interest in any corporation, company, joint venture, partnership, business association, entity, enterprise or other Person other than another Subsidiary as identified on SCHEDULE 3.8 to the Disclosure Memorandum. All of such issued shares in the capital or of capital stock (or other ownership interests) have been duly authorized and are validly issued, fully paid and non-assessable (i.e., the holders of such shares or other ownership interests have no liability to the issuer thereof arising out of the ownership thereof). There are no outstanding or authorized options, warrants, rights, Contracts, calls, puts, rights to subscribe, conversion rights or other agreements, arrangements or commitments to which the Company or any Subsidiary is a party or which are binding upon or otherwise affect the Company or any Subsidiary providing for the issuance, disposition, transfer, conversion or acquisition of any of the share or loan capital or other equity or ownership interests of such entity, or giving any Person (other than Teltrend) any rights with respect thereto. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company or any Subsidiary.
Capitalization of Company and Subsidiaries. (a) The issued and outstanding Equity Securities of the Company consist of a total of 6,300,000 shares. Following the Closing, 6,299,999 shares to be held by Buyer and 1 share will be held by Reliance Management, as the Malta authorized and designated secretary as required by applicable law. The Company owns 100% of the shares in LXCCoin Limited (UK), which consists of a total of 2,100,000 issued and outstanding shares. The Company also owns 1,499 out of 1,500 issued and outstanding shares of Prostaker Limited (Malta). The remaining 1 share in Prostaker Limited is owned by Reliance Management as the Malta authorized and designated secretary as required by applicable law and may be purchased at face value at any given time. The acquired Equity Securities of the Company, LXCCoin Limited and Prostaker Limited constitute all of the Acquired Interests, are issued and outstanding and have the Percentage Interests set forth in the Organizational Documents of the Company, as delivered to the Buyer pursuant to Section 3.01. Sellers are the owners (of record and beneficially) of all of the Acquired Interests, and have good and valid title to the Acquired Interests free and clear of all Encumbrances, including any restriction on the right of any Seller to transfer, sell or assign the Acquired Interests to Buyer pursuant to this Agreement. The assignments, endorsements, stock powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest in the Acquired Interests (of record and beneficially) owned by such Seller. Upon transfer to Buyer of the Acquired Interests and, if applicable, the certificates representing the Acquired Interests, Buyer will receive good and valid title to the Acquired Interests, free and clear of all Encumbrances, which Acquired Interests constitutes one hundred percent (100%) of the issued and outstanding equity interests in the Company . Schedule 3.03(a) lists Sellers and the capital contributions and percentage interests relating to the Acquired Interests held by each Seller.
Capitalization of Company and Subsidiaries. (a) Sellers and the Preferred Holders constitute all of the members of the Company. The membership interests in the Company, and all rights of the members of the Company under the Organizational Documents of the Company, are represented by units of membership interest. The Organizational Documents of the Company provide that 1,058,810 Common Units and 98,340 Preferred Units of membership interest, constituting the Units, are issued and outstanding and constitute one hundred percent (100%) of the ownership interests in the Company. The Units are not represented by certificates. Sellers are the owners (of record and beneficially) of all of the Common Units, free and clear of all Encumbrances including any restriction on the right of any Seller to transfer the Common Units, and the membership interests and rights represented thereby, to Buyer pursuant to this Agreement. The Preferred Holders are the owners (of record and beneficially) of all of the Preferred Units, free and clear of all Encumbrances including any restriction on the right of any Preferred Holder to transfer the Preferred Units, and the membership interests and rights represented thereby, to the Company pursuant to the Preferred Units Assignment (defined below). The assignments, endorsements, membership powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest as a member of the Company, including such Seller’s entire interest in the Common Units and all rights under the Organizational Documents of the Company, (of record and beneficially) owned by such Seller. Upon execution and delivery of the Assignment of Membership Interest, Buyer will receive good title to the Common Units and the membership interests represented thereby, free and clear of all Encumbrances. Part 3.3(a) lists Sellers and Preferred Unit Holders and the number of Common Units and Preferred Units held by each, respectively, and the percentage of ownership of the Company held by each Seller and Preferred Holder.
Capitalization of Company and Subsidiaries. (a) The authorized Equity Securities of the Company consist of units of membership interests, constituting the HOK Interests, issued and outstanding for the capital contributions, and having the Percentage Interests, set forth in the Organizational Documents of the Company, as delivered to the Buyer pursuant to Section 3.01. Sellers are the owners (of record and beneficially) of all of the HOK Interests, free and clear of all Encumbrances, including any restriction on the right of any Seller to transfer the HOK Interests to Buyer pursuant to this Agreement. The assignments, endorsements, stock powers, or other instruments of transfer to be delivered by each Seller to Buyer at the Closing will be sufficient to transfer such Seller’s entire interest in the HOK Interests (of record and beneficially) owned by such Seller. Upon transfer to Buyer of the certificates representing the HOK Interests, Buyer will receive good title to 100% of the HOK Interests, free and clear of all Encumbrances. Schedule 3.03(a) lists Sellers and the capital contributions and percentage interests relating to the HOK Interests held by each Seller.
