Capitalization of VIALOG and VIALOG Merger Subsidiary. The ----------------------------------------------------- authorized and outstanding capital stock of each of VIALOG and VIALOG Merger Subsidiary is as set forth in Section 5.7 of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. All shares of common stock of VIALOG Merger Subsidiary held by VIALOG have been duly authorized and validly issued to VIALOG and are fully paid and non-assessable and are not subject to any preemptive or similar rights. As of the date of this Agreement, except for this Agreement, the Participating Agreements, the Underwriting Agreement, and as set forth on Section 5.7 of the Disclosure Schedule, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating VIALOG or VIALOG Merger Subsidiary to issue any shares of VIALOG Stock or other shares of capital stock of VIALOG or of VIALOG Merger Subsidiary, or any other securities convertible into or evidencing the right to subscribe for any such shares. When issued in connection with the Merger, the VIALOG Stock will be duly authorized, validly issued, fully paid and non- assessable and will not be subject to any preemptive or similar rights.
Appears in 4 contracts
Samples: Agreement and Plan (Vialog Corp), Agreement and Plan (Vialog Corp), Agreement and Plan of Reorganization (Call Points Inc)
Capitalization of VIALOG and VIALOG Merger Subsidiary. The authorized ----------------------------------------------------- authorized and outstanding capital stock of each of VIALOG and VIALOG Merger Subsidiary is as set forth in Section 5.7 of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. All shares of common stock of VIALOG Merger Subsidiary held by VIALOG have been duly authorized and validly issued to VIALOG and are fully paid and non-assessable and are not subject to any preemptive or similar rights. As of the date of this Agreement, except for this Agreement, the Participating Agreements, the Underwriting Agreement, and as set forth on Section 5.7 of the Disclosure Schedule, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating VIALOG or VIALOG Merger Subsidiary to issue any shares of VIALOG Stock or other shares of capital stock of VIALOG or of VIALOG Merger Subsidiary, or any other securities convertible into or evidencing the right to subscribe for any such shares. When issued in connection with the Merger, the VIALOG Stock will be duly authorized, validly issued, fully paid and non- non-assessable and will not be subject to any preemptive or similar rights.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Call Points Inc), And Restated Agreement (Vialog Corp), Agreement and Plan (Vialog Corp)
Capitalization of VIALOG and VIALOG Merger Subsidiary. The ----------------------------------------------------- authorized and outstanding capital stock of each of VIALOG and VIALOG Merger Subsidiary is as set forth in Section 5.7 of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. All shares of common stock of VIALOG Merger Subsidiary held by VIALOG have been duly authorized and validly issued to VIALOG and are fully paid and non-assessable and are not subject to any preemptive or similar rights. As of the date of this Agreement, except for this Agreement, the Participating Agreements, the Underwriting Agreement, and as set forth on Section 5.7 of the Disclosure Schedule, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating VIALOG or VIALOG Merger Subsidiary to issue any shares of VIALOG Stock or other shares of capital stock of VIALOG or of VIALOG Merger Subsidiary, or any other securities convertible into or evidencing the right to subscribe for any such shares. When issued in connection with the Merger, the VIALOG Stock will be duly authorized, validly issued, fully paid and non- non-assessable and will not be subject to any preemptive or similar rights.
Appears in 2 contracts
Samples: Agreement and Plan (Vialog Corp), Amended and Restated Agreement and Plan (Vialog Corp)
Capitalization of VIALOG and VIALOG Merger Subsidiary. The authorized ----------------------------------------------------- authorized and outstanding capital stock of each of VIALOG and VIALOG Merger Subsidiary is as set forth in Section 5.7 of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. All shares of common stock of VIALOG Merger Subsidiary held by VIALOG have been duly authorized and validly issued to VIALOG and are fully paid and non-assessable and are not subject to any preemptive or similar rights. As of the date of this Agreement, except for this Agreement, the Participating Agreements, the Underwriting Agreement, and as set forth on Section 5.7 of the Disclosure Schedule, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating VIALOG or VIALOG Merger Subsidiary to issue any shares of VIALOG Stock or other shares of capital stock of VIALOG or of VIALOG Merger Subsidiary, or any other securities convertible into or evidencing the right to subscribe for any such shares. When issued in connection with the Merger, the VIALOG Stock will be duly authorized, validly issued, fully paid and non- assessable and will not be subject to any preemptive or similar rights.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)
Capitalization of VIALOG and VIALOG Merger Subsidiary. The ----------------------------------------------------- authorized and outstanding capital stock of each of VIALOG and VIALOG Merger Subsidiary is as set forth in Section 5.7 of the Disclosure Schedule. All of such outstanding capital stock has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to any preemptive or similar rights. All shares of common stock of VIALOG Merger Subsidiary held by VIALOG have been duly authorized and validly issued to VIALOG and are fully paid and non-assessable and are not subject to any preemptive or similar rights. As of the date of this Agreement, except for this Agreement, the Participating Agreements, the Underwriting Agreement, and as set forth on Section 5.7 of the Disclosure Schedule, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating VIALOG or VIALOG Merger Subsidiary to issue any shares of VIALOG Stock or other shares of capital stock of VIALOG or of VIALOG Merger Subsidiary, or any other securities convertible into or evidencing the right to subscribe for any such shares. When issued in connection with the Merger, the VIALOG Stock will be duly authorized, validly issued, fully paid and non- assessable and will not be subject to any preemptive or similar rights.. 5.8
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Call Points Inc)