Capitalization of Seller. The authorized capital stock of Seller consists of 1,000,000 shares of common stock, of which 248,196 shares are issued and outstanding, and 99,300 shares of preferred stock, 74,475 shares of which are issued and outstanding. An additional 33,500 shares of the capital stock are issuable upon the exercise of outstanding options and 177,447 shares are issuable upon the exercise of outstanding warrants. Schedule 3.30 lists the record owners of all the outstanding shares of capital stock and the outstanding options and warrants to purchase shares of capital stock of Seller.
Capitalization of Seller. (i) The authorized capital of Seller consists solely of (A) 30,000,000 Seller Shares, of which 17,805,441 Seller Shares were issued and outstanding as of September 30, 2014, and (B) 5,000,000 shares of preferred stock, par value $0.01 per share (“Seller Preferred Stock”), no shares of which are issued and outstanding. As of September 30, 2014, 1,408,785 Seller Shares were held in its treasury, 2,968,410 Seller Shares were held in the Seller’s Employee Stock Ownership Plan (the “ESOP”). All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable Federal and state securities laws. As of September 30, 2014, 1,185,130 Seller Shares were reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option and Benefit Plans, and a list of all participants in the Seller Stock Option and Benefit Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule, which list identifies the number of Seller Shares subject to Seller Stock Options held by each such participant, the exercise price or prices of such Seller Stock Options and the dates each of the Seller Stock Options was granted, becomes exercisable and expires. As of September 30, 2014, 116,562 shares of restricted stock were issued and outstanding pursuant to all Seller Compensation and Benefit Plans (“Seller Restricted Stock”). Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock, the vesting dates and number of shares held by such holder.
(ii) As of the date hereof, except for this Agreement, the Seller Stock Options and the Seller Restricted Stock, there are no options, warrants, calls, rights, commitments or agreements of any character to which Seller is a party or by which it is bound obligating Seller to issue, deliver or sell, or cause to be issued, delivered or sold, any additional Seller Shares or obligating Seller to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the date of this Agreement, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any Seller Shares except for such obliga...
Capitalization of Seller. (a) On the date of this Agreement, the authorized capital stock of Seller consists of (i) 15,000,000 shares of Seller Common Stock, of which 6,202,425 shares are issued and outstanding and (ii) 2,500,000 shares of preferred stock, of which 15,000 shares have been designated Seller Preferred Stock, of which 1,793 shares are issued and outstanding. Except for (i) Options listed in the Seller Disclosure Schedule which were granted under the Seller Equity Plans, (ii) the rights created pursuant to this Agreement, (iii) rights created pursuant to the Warrants, (iv) rights created pursuant to the Debentures, and (v) as set forth in Section 3.03 of Seller Disclosure Schedule, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Seller is a party or by which it is bound obligating Seller to issue, sell, deliver, repurchase or redeem or cause to be issued, sold, delivered, repurchased or redeemed any shares of capital stock of, or equity interests in, Seller. All outstanding shares are, and all shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights or rights of first refusal. None of Seller or any of its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of Seller or any of its Subsidiaries. Seller has no stockholder rights plan or agreement in force providing for the issuance to holders of shares of Seller Common Stock or Seller Preferred Stock of rights to purchase or receive stock, cash or other assets upon the acquisition or proposed acquisition of shares of Seller Common Stock or Seller Preferred Stock by a Person (a "RIGHTS PLAN"), nor has Seller's Board of Directors or stockholders ever adopted a Rights Plan.
(b) All of Seller's Subsidiaries are listed in Exhibit 21.1 to Seller's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999 (the "1999 10-KSB"). Except as set forth in the 1999 10-KSB or in the Seller Disclosure Schedule, Seller owns all of the outstanding capital stock of its Subsidiaries free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances of any nature whatsoever. Except as set forth in Section 3.03 of Seller Disclosure Schedule, there are no voting trusts or other agreements or understandings to which...
Capitalization of Seller. The authorized capital stock of Seller consists of 20,000,000 shares of common stock, $1.00 par value per share and 1,500,000 shares of preferred stock, $10.00 par value per share, of which 13,971,605 shares of common stock and no shares of preferred stock are issued and outstanding, all of which issued and outstanding shares are owned beneficially and of record by Parent. Seller does not own, directly or indirectly, any capital stock, or any other investment in, any other Person (other than receivables in the ordinary course of business of the Tissue Business and other than Excluded Assets).
Capitalization of Seller. All of the issued and outstanding capital stock of Seller is owned of record and beneficially by Shareholder.
Capitalization of Seller. (i) As of the date of this Agreement, the authorized capital of Seller consists solely of (A) 25,000,000 Seller Shares, of which 16,999,146 Seller Shares were issued and outstanding and (B) 1,000,000 shares of preferred stock par value $0.01 per share (“Seller Preferred Stock”), no shares of which are issued and outstanding. All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable under the MGCL, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares have been issued in compliance in all material respects with all applicable federal and state securities laws. As of the date of this Agreement, there were (i) 117,807 Seller Shares granted in respect of outstanding Seller Restricted Stock Awards, and (ii) 75,000 Seller Shares reserved for issuance upon the exercise of outstanding Seller Stock Options. Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Plans, and a list of all participants in the Seller Stock Plans as of the date hereof is set forth in Section 3.01(b)(i) of the Seller Disclosure Schedule.
(ii) As of the date hereof, except for this Agreement and the Seller Equity Awards, there are no options, warrants, calls, rights, commitments or agreements of any character to which Seller is a party or by which it is bound obligating Seller to issue, deliver or sell, or cause to be issued, delivered or sold, any additional Seller Shares or obligating Seller to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. As of the date of this Agreement, there are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any Seller Shares except for such obligations arising under the Seller Stock Plans.
(iii) Except as disclosed in Section 3.01(b)(iii) of the Seller Disclosure Schedule, since December 31, 2018, Seller has not: (A) issued or permitted to be issued any Seller Shares, or securities exercisable for or convertible into Seller Shares, other than upon exercise of the Seller Stock Options or the vesting of Seller Restricted Stock Awards granted prior to the date hereof under the Seller Stock Plans; (B) repurchased, redeemed or otherwise acquired, directly or indirectly, through any Seller Subsidiary or otherwise, any Seller Shares; or (C) declared, set aside, made or paid to the stockholders of Seller dividends or other distributions on the outstanding Seller...
Capitalization of Seller. Schedule 3.2 accurately sets forth the names of the holders of all of the outstanding capital stock of Seller and the number of shares owned by each such stockholder. Each outstanding share of capital stock of Seller has been duly and validly authorized and issued and is fully paid and owned, beneficially and of record, by the stockholder(s) listed on Schedule 3.2.
Capitalization of Seller. Schedule 4.2(a) sets forth a true and complete list of each Person who owns (of record or beneficially) any membership interest or any other equity or ownership interest of Seller (collectively, the “Unitholders”) and the number and type of membership interest or other equity or ownership interests owned of record and/or beneficially by each Unitholder. Other than the membership interests or other equity or ownership interests set forth on Schedule 4.2(a), there are no equity or ownership interests of Seller or securities convertible into equity or ownership interests of Seller or otherwise containing any equity features with respect to Seller (including equity appreciation, phantom equity or similar rights) or any Contracts, subscriptions, options, warrants or other rights or agreements existing or outstanding which provide for the sale, transfer or issuance of any equity or ownership interests of Seller, and there are no Contracts relating to (i) the voting of Seller’s membership interests or other equity or ownership interests or the giving of written consents with respect thereto (including any voting trust agreement or proxy), (ii) the registration, sale or transfer of Seller’s membership interests or other equity or ownership interests (including Contracts relating to rights of first refusal, co-sale rights or “drag-along” rights), (iii) preemptive rights or Contracts with respect to Seller’s membership interests or other equity or ownership interests, or (iv) any similar Contract among Unitholders.
Capitalization of Seller. The percentage ownership interest in Seller held by each Shareholder, is listed in Schedule 2.2 attached hereto.
Capitalization of Seller. (a) After giving effect to the Certificate of Vote of Directors, the authorized stock of Seller will at the Closing consist of: 15,000,000 shares of Common Stock, of which at July 24, 1996, 4,847,853 shares were outstanding; 100,000 shares of $21.25 Convertible Exchangeable Preferred Stock, of which at July 24, 1996, 100,000 share were outstanding; 200,000 shares of Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share, none of which shares were outstanding at July 22, 1996. Since March 31, 1996, the Seller has only issued 117,174 shares of Common Stock in accordance with the terms of its employee benefit plans as in existence on March 31, 1996, and 6,925 shares of Common Stock in accordance with the quarterly payment of the annual retainer portion of directors' fees, in all cases in the ordinary course of business and in a manner and in amounts consistent with past practice.
(b) All of the shares of Series B Cumulative Convertible Preferred Stock issued at the Closing or issued as dividends pursuant to the Articles of Organization and the Certificate of Vote of Directors will be duly authorized, validly issued, fully paid and nonassessable and entitled to the benefits of, and have the terms and conditions set forth in, the Articles of Organization and the Certificate of Vote of Directors. The Conversion Shares will be reserved and will be duly authorized for issuance and, when issued in accordance with the Articles of Organization and the Certificate of Vote of Directors, will be duly and validly issued, fully paid and nonassessable.
(c) All outstanding shares of stock of Seller have been duly authorized, are validly issued, fully paid and nonassessable, are free of preemptive rights, were not issued in violation of the terms of any agreement or other understanding binding upon or known to the Seller and have been issued in compliance with all applicable federal and state securities or "blue sky" laws. No further approval or authority of the shareholders or of the Board of Directors of Seller will be required for the consummation by Seller of the transactions contemplated by this Agreement and each of the other Transaction Documents, except for approval of the Shareholder Meeting Matters at the Shareholder Meeting.
