Capitalization of Seller. (i) The authorized capital of Seller consists solely of 15,000,000 Seller Shares, of which 5,345,554 Seller Shares were issued and outstanding as of June 30, 2007, 1,500,000 shares of Voting Preferred Stock, $.01 par value per share, none of which has been issued or is outstanding and 1,500,000 shares of Non-Voting Preferred Stock, $.01 par value per share, none of which has been issued or is outstanding. As of June 30, 2007, 529,080 Seller Shares were held in its treasury. 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 Seller Shares issued have been issued in compliance in all material respects with all applicable federal and state securities laws. As of June 30, 2007, 384,233 Seller Shares were reserved for issuance upon the exercise of outstanding stock options (the “Seller Stock Options”) granted under the Oak Hill Financial, Inc. 2004 Stock Incentive Plan, and the Oak Hill Financial, Inc. Fourth Amended and Restated 1995 Stock Option Plan (collectively, the “Seller Stock Option Plans”). Seller has furnished to Buyer a true, complete and correct copy of the Seller Stock Option Plans, and a list of all participants in the Seller Stock Option 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.
(ii) As of the date hereof, except for this Agreement, the Seller Stock Options and for the rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of January 23, 1998, as amended by the Substitution of Successor Rights Agreement and Amendment No. 1 to Rights Agreement, dated as of December 26, 2000, and Amendment No. 2 to Rights Agreement, dated as of September 19, 2006 (the “Seller Rights Agreement”), between Seller and Registrar and Transfer Company, as successor rights agent, in respect of which no Distribution Date (as defined in the Seller Rights Agreement) has occurred, 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 ad...
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. The authorized capital stock of Seller consists solely of 10,000,000 shares of common stock, of which 5,000,000 shares are issued and outstanding. Schedule 3.14 sets forth the names of the holders of the common stock and other rights exercisable for, or convertible into, shares of Seller’s capital stock and the number of shares of Seller’s capital stock so issuable.
Capitalization of Seller. All of the issued and outstanding capital stock of Seller is owned of record and beneficially by Shareholder.
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. 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. As set forth in the independent audit of Seller, attached hereto as Exhibit “D”, Seller is authorized to issue 300,000,000 Shares at $0.001 par value and currently has 15,198,002 Shares issued and outstanding. Seller is authorized to issue 10,000,000 Shares of preferred stock at a par value of $0.001 par value. No preferred stock has been issued or is outstanding. Other than the above referenced common stock, Seller has no other Shares of any kind issued or outstanding nor has it issued any securities convertible into or exchangeable for or carrying the right to acquire any equity security in Seller, nor has Seller any outstanding options, warrants or other Agreements under which Seller is obligated to issue any additional Shares or other securities.
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.
Capitalization of Seller. The authorized capital stock of Seller consists of Ten Thousand (10,000) common shares, par value $0.
Capitalization of Seller. The percentage ownership interest in Seller held by each Shareholder, is listed in Schedule 2.2 attached hereto.