Common use of Capitalization of Seller Clause in Contracts

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 Shares. (iv) Except as disclosed in Section 3.01(b)(iv) of the Seller Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Seller or Seller Sub are issued or outstanding. No bonds, debentures, notes or other indebtedness of Seller having the right to vote on any matters on which Seller’s stockholders may vote are issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Seller and Seller Sub were issued in compliance in all material respects with all applicable laws, rules and regulations.

Capitalization of Seller. (i) As of the date of this Agreement, the The authorized capital of Seller consists solely of (A) 25,000,000 7,250,000 Seller Shares, of which 16,999,146 2,645,000 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, and 250,000 shares of preferred stock, par value $.01 per share, none of which have been issued or are outstanding. As of March 25, 2004, 805,092 Seller Shares are held in its treasury by Seller. All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable under the MGCLassessable, and were not issued in violation of the preemptive rights of any person. All issued Seller Shares issued have been issued in compliance in all material respects with all applicable federal and state securities laws. As of the date of this AgreementMarch 25, there were (i) 117,807 2004, 138,307 Seller Shares granted in respect of outstanding Seller Restricted Stock Awards, and (ii) 75,000 Seller Shares were reserved for issuance upon the exercise of outstanding stock options (the “Seller Stock Options”) granted under the Seller Financing Corporation 1995 Stock Option and Incentive Plan and the Seller Financing Corporation 1998 Omnibus Incentive 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 February 29, 2004 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 such Seller Stock Option was granted, becomes exercisable and expires. (ii) As of the date hereofFebruary 29, 2004, except for this Agreement and the Seller Equity AwardsStock Options, 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 Option Plans. (iii) Except as disclosed in Section 3.01(b)(iii3.01(b) of the Seller Disclosure Schedule, since December 31February 29, 20182004, Seller has not: 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 Option Plans; (B) repurchased, redeemed or otherwise acquired, directly or indirectly, indirectly through any Seller Subsidiary or otherwise, any Seller Shares; or (C) declared, set aside, made or paid to the stockholders shareholders of Seller dividends or other distributions on the outstanding Seller Shares. (iv) Except as disclosed in Section 3.01(b)(iv) of the Seller Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Seller or Seller Sub are issued or outstanding. No bonds, debentures, notes or other indebtedness of Seller having the right to vote on any matters on which Seller’s stockholders shareholders may vote are issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Seller and Seller Sub were issued in compliance in all material respects with all applicable laws, rules and regulations.

Capitalization of Seller. (i) The authorized capital of Seller consists solely of 5,280,000 Seller Shares, of which 1,563,169 Seller Shares were issued and outstanding as of September 30, 2017. 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 no 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 outstandingheld in its treasury. All outstanding Seller Shares have been duly authorized and are validly issued, fully paid and non-assessable under the MGCLassessable, 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 AgreementSeptember 30, there were (i) 117,807 2017, 36,800 Seller Shares granted in respect of outstanding Seller Restricted Stock Awards, and (ii) 75,000 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 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, 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 and the Seller Equity AwardsStock Options, 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 ScheduleSchedule or as contemplated by the terms of this Agreement, since December 31, 20182016, Seller has not: 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) except for its regular quarterly dividend, declared, set aside, made or paid to the stockholders shareholders of Seller dividends or other distributions on the outstanding Seller Shares. (iv) Except as disclosed in Section 3.01(b)(iv) of the Seller Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Seller or Seller Sub are issued or outstanding. No bonds, debentures, notes or other indebtedness of Seller having the right to vote on any matters on which Seller’s stockholders shareholders may vote are issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Seller and Seller Sub were issued in compliance in all material respects with all applicable laws, rules and regulations.

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, 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 Shares. (iv) Except as disclosed in Section 3.01(b)(iv) of the Seller Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Seller or Seller Sub are issued or outstanding. No bonds, debentures, notes or other indebtedness of Seller having the right to vote on any matters on which Seller’s stockholders may vote are issued or outstanding. All outstanding bonds, debentures, notes, trust preferred securities or other similar obligations of Seller and Seller Sub were issued in compliance in all material respects with all applicable laws, rules and regulations.