Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 26,948,955 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 300,000 shares of preferred stock (not including the Preferred Stock) are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. All issuances of such issued and outstanding shares when made were registered or exempt from registration under the Securities Act, except where the failure of such issuances to be registered or exempt from registration would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the SEC Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no outstanding contractual obligations of the Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement and the Certificate of Designations, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. By the Closing Date, the shares of Common Stock issuable upon conversion of the Shares will be duly authorized and reserved for issuance upon such conversion and, upon issuance of such shares in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resultin...
Capitalization of the Seller. The Seller's authorized capital stock consists of 1,000 shares of Common Stock, $1.00 par value, of which 1,000 shares are issued and outstanding and held of record and beneficially by the Stockholder. All of such shares have been duly and validly issued and are fully paid and nonassessable.
Capitalization of the Seller. Each Seller's authorized and ---------------------------- outstanding capital stock is set forth in Schedule 2.2. All outstanding shares ------------ of capital stock of each Seller are held of record and beneficially by the Stockholder. All of such shares have been duly and validly issued and are fully paid and nonassessable.
Capitalization of the Seller. (a) The authorized capital stock of the Seller consists of 55,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of May 20, 1997, (i) 26,865,099 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable and (ii) 200,000 shares of preferred stock are issued and outstanding (not including the Preferred Stock and the Series D Preferred Stock). None of the issued and outstanding shares of Common Stock or preferred stock was issued in violation of any preemptive rights. Except as disclosed in Schedule 3.2 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character to which the Seller is a party relating to the issuance or sale of capital stock of the Seller or obligating the Seller to issue or sell any shares of capital stock of, or any other equity interest in, the Seller or its
Capitalization of the Seller. The authorized capital stock of the Seller consists of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, no par value. As of the date hereof, (i) 11,692,446 shares of Common Stock (not including the Shares) are issued and outstanding, all of which are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights; and (ii) no shares of preferred stock are issued and outstanding. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable, and, except as set forth in Schedule 3.2, free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser or imposed by the Investment Agreement or the Registration Rights Agreement. Except as set forth in Schedule 3.2 hereto, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind obligating the Seller to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting securities or common stock equivalents or obligating the Seller to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.
Capitalization of the Seller. The authorized capital stock of the Seller consists of 200 shares of common stock, par value $1.00 per share, of which 200 shares are issued and outstanding. All of the outstanding shares of the capital stock of the Seller are validly issued, fully paid and non-assessable. The Principals are the only legal and beneficial owners of the shares of the Seller. There are, and at the Closing there will be, no outstanding subscriptions, options, rights, warrants, convertible securities, preemptive rights or other agreements, or understandings with respect to the voting, sale, transfer, rights of first refusal, rights of xxxx offer, proxy or registration or calls, demands or commitments of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Seller, whether directly or upon the exercise or conversion of other securities. There are, and at the Closing there will be, no outstanding contractual obligations of the Seller or the Principals to repurchase, redeem or otherwise acquire any shares of their respective capital stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Seller does not and has never maintained any stock, partnership, joint venture or any other security or ownership interest in any other Person.
Capitalization of the Seller. The Seller's authorized capital stock consists of 1,000,000 shares of Common Stock, $.01 par value, of which 55,000 shares are issued and outstanding and held of record and beneficially by the Stockholder. All of such shares have been duly and validly issued, are fully paid and nonassessable and held of record by the Stockholder. No subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Seller is authorized or outstanding and the Seller has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right.
Capitalization of the Seller. The authorized capital stock of the Seller consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of the date hereof, (i) 31,188,819 shares of Common Stock (not including the Shares) are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and (ii) 350,000 shares of preferred stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. Upon issuance of the Shares to the Purchaser at the Closing and payment therefor pursuant to this Agreement, the Shares will be validly issued, fully paid and nonassessable and free of preemptive rights. Upon consummation of the transactions contemplated by this Agreement, including the issuance of the Shares, registration of the Shares in the name of the Purchaser in the stock records of the Seller and delivery of the Shares, the Purchaser will own the Shares free and clear of all Encumbrances, other than Encumbrances resulting from any action, or failure to take action, by the Purchaser.
Capitalization of the Seller. The Seller’s authorized capital stock consists of 115,000,000 shares of Common Stock, par value $.001 per share, 28,264,230 shares of which are issued and outstanding and 15,480,096 shares of which are reserved for future issuance in connection with options, warrants and other rights, and 85,000,000 shares of Preferred Stock, par value $.001 per share, of which (i) 428,571 shares of Series B Preferred Stock have been authorized, all of which are issued and outstanding and which are convertible into 993,377 shares of Common Stock, (ii) 8,960,694 shares of Series C Preferred Stock have been authorized of which all are issued and outstanding and which are convertible into 11,590,956 shares of Common Stock, (iii) 21,223,913 shares of Series D Preferred Stock have been authorized, of which 14,875,508 have been issued and are outstanding and which are convertible into 14,875,508 shares of Common Stock, and (iv) 50,432,277 shares of Series E Preferred Stock have been authorized, of which none are issued and outstanding. The Seller has reserved 985,250 shares of Common Stock pursuant to its 1998 Amended Stock Option Plan and 6,257,697 shares of Common Stock pursuant to its 2000 Equity Incentive Plan (together, the “Plans”) for issuance to officers, directors, employees and consultants of the Seller, each of which has been duly adopted by the Board of Directors and approved by the Seller’s stockholders. Of such shares of Common Stock reserved under the Plans, no shares have been issued pursuant to restricted stock purchase agreements, options to purchase 2,487,000 shares have been granted and are currently outstanding, and 4,755,947 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Plans for future awards. The Seller has also granted to Xxxxxx Xxxxxxxx, its Chief Technology Officer, an option separate from the Plans to purchase 1,750,000 shares of restricted Common Stock and has entered into agreements with certain members of Renaissance Software, L.C. (“Renaissance”), whereby such members are entitled to put their membership interests in Renaissance to the Seller in exchange for a total of 150,000 shares of the Seller’s Common Stock. Additionally, the Seller has issued (i) warrants to purchase up to 6,337,149 shares of Common Stock and (ii) promissory notes that are convertible into 15,000 shares of Common Stock. All issued and outstanding shares of the Seller’s Common Stock, Series B Preferred S...
Capitalization of the Seller. All capital stock of the Seller has ---------------------------- been duly and validly authorized, issued and is fully paid and nonassessable.
