Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of Acquired Corp consists of 10,000,000 shares of Acquired Corp Common Stock, of which 10,000,000 shares are issued and outstanding. No shares of preferred stock are authorized. All of the issued and outstanding shares of Acquired Corp Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Acquired Corp Capital Stock has been issued, and none of the Acquired Corp Capital Stock will be issued, in violation of the preemptive rights of any Acquired Corp Stockholder. The issued and outstanding shares of Acquired Corp Common Stock have been issued in compliance in all material respects with applicable Federal and state securities laws and regulations.
(b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or granting to Acquired Corp or Acquired Entities any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of Acquired Corp or Acquired Entities, whether or not presently issued or outstanding, nor are there any outstanding securities of Acquired Corp or Acquired Entities or any other entity which are convertible into or exchangeable for other securities of Acquired Corp or Acquired Entities, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from Acquired Corp or Acquired Entities or any other Person any securities so convertible or exchangeable.
(c) There are no proxies, agreements or understandings with respect to the voting of any of the shares of Acquired Corp Capital Stock or the direction of the business operations or conduct of Acquired Corp, except as contemplated by this Agreement.
(d) SCHEDULE 2.2 sets forth a true and complete list of all holders of Acquired Corp Capital Stock (including the amount and type of security beneficially owned by such holder), together with the address of each such stockholder as currently shown on Acquired Corp's books and records.
(e) To the Best Knowledge of Acquired Corp, no stockholder of any of the Acquired Entities or Acquired Corp is a party to any (i) contrac...
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the Company consists of (i) 90,000,000 shares of Common Stock, of which (A) 8,390,651 shares are issued and outstanding (the "Outstanding Common Shares"), and (B) 41,798,054 shares have been reserved for the conversion of the Preferred Stock (the "Reserved Common Shares"), and (ii) 67,653,067 shares of Preferred Stock, of which (A) 9,853,067 shares have been designated as Series A Preferred Stock, and 8,414,675 are issued and outstanding (the "Outstanding Series A Shares"), and (B) 57,800,000 shares have been designated as Series B Preferred Stock, and 30,471,193 are issued and outstanding (the "Outstanding Series B Shares"; and together with the Outstanding Series A Shares, the "Outstanding Preferred Shares").
(b) All the Outstanding Common Shares and Outstanding Preferred Shares have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Outstanding Common Shares or Outstanding Preferred Shares has been issued in violation of the preemptive rights of any stockholder of the Company. The Outstanding Common Shares and Outstanding Preferred Shares have been issued in compliance in all material respects with all applicable Federal and state securities laws and regulations. Schedule 3.2(b) sets forth a true and complete list of all holders of Company Capital Stock (including the amount and type of security held by such holder).
(c) Except as set forth in Schedule 3.2(c), there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise) or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from the Company or granting to the Company any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of the Company, whether or not presently issued or outstanding, nor are there any outstanding securities of the Company or any other entity which are convertible into or exchangeable for other securities of the Company, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from the Company or any other Person any securities so convertible or exchangeable, nor are there any proxies, agreements or understandings with respect to the voting of the Compa...
Capitalization; Options and Other Rights. (a) As of June 4, 1998, the total authorized shares of UVSG consists of 60,000,000 shares of Class A Common Stock, $.01 par value and 30,000,000 shares of Class B Common Stock, $.01 par value (the Class A Common Stock and the Class B Common Stock, together, the "Common Stock"), and 2,000,000 shares of Preferred Stock, par value $.01 per share, of which 24,303,874 shares of Class A Common Stock, 12,373,294 shares of Class B Common Stock and no shares of Preferred Stock were issued and outstanding as of June 4,
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the Company consists of (i) ________ shares of Company Common Stock, of which 5,000 shares are issued and outstanding all of which are owned by the Sole Shareholder (“Outstanding Common Shares”) and; (ii) ________ shares of Company Preferred Stock, of which no shares are issued or outstanding. All the Outstanding Common Shares have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Outstanding Common Shares has been issued in violation of the preemptive rights of any stockholder of the Company. The Outstanding Common Shares have been be issued, in compliance in all material respects with all applicable federal and state securities laws and regulations. The Company will not issue any share of its capital stock prior to the Effective Time.
(b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from the Company or granting to the Company any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of the Company, whether or not presently issued or outstanding, nor are there any outstanding securities of the Company or any other entity which are convertible into or exchangeable for other securities of the Company, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from the Company or any other Person any securities so convertible or exchangeable, nor, to the Best Knowledge of the Company, are there any proxies, agreements or understandings with respect to the voting of the Shares or the direction of the business operations or conduct of the Company or its Subsidiary, except as contemplated by this Agreement.
(c) The Sole Shareholder is the only shareholder of the Outstanding Common Shares.
Capitalization; Options and Other Rights. (a) The total authorized capital securities of Tyecin consists of (i) Fifty Million shares of voting common stock, no par value, of which, as of the date hereof and as of the Effective Date, Eight Million Four Hundred Forty-Eight Thousand Seven Hundred Eighty-Five (8,448,785) shares are issued and outstanding, are and will be held by those shareholders listed on SCHEDULE 2.2 hereto in such amounts as are set forth on such schedule and such shareholders reside at the address indicated on such schedule, (ii) Five Million shares of voting preferred stock, no par value, of which as of the date hereof, One Hundred Fifty Thousand (150,000) are issued and outstanding and are all held by the Preferred Shareholder, and (iii) Six Hundred Fifty-One Thousand and Twelve (651,012) options to purchase Tyecin Common Stock are (A) issued and outstanding, (B) held by those optionholders listed on SCHEDULE 1.2(D) hereof in such amounts and with the vesting and 9 exercise dates set forth on such schedule and (C) except as set forth on such schedule are qualified options (as defined under the Code) and Four Hundred Thirty-Seven Thousand Four Hundred Ninety-five (437,495) options are reserved for issuance. Except as set forth on SCHEDULE 2.2 or SCHEDULE 1.2(D) hereof, all of the Tyecin Common Stock and Tyecin Preferred Stock have been duly and validly authorized and issued and are fully paid and nonassessable and all of the Tyecin Options have been duly and validly authorized and issued, including authorization of each of the Option Plans by the board of directors of Tyecin and the shareholders of Tyecin within twelve (12) months after adoption thereof by Tyecin; none have been issued in violation of the preemptive rights of any Tyecin Shareholder or Tyecin Optionholder; all were issued in compliance with all applicable Federal and state securities laws and regulations, and are owned free and clear of any liens, security interests, charges, claims, pledges and other encumbrances (the "Liens").
(b) Except as set forth in SCHEDULE 2.2 or SCHEDULE 1.2(D), there are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any person or entity any interest in or the right to purchase or otherwise acquire from Tyecin at any time, or upon the happening of any stated event, any securities of Tyecin, whether or not presently issued or outstanding, nor are there any outstanding securities of T...
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the SRP consist of three thousand (3000) shares of its Common Stock, all of which shares are issued and outstanding (the "Common Stock"). All the shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable. None of the shares of Common Stock has been issued in violation of the preemptive rights of any stockholder of SRP. All of the shares of Common Stock were issued in compliance in all material respects with all applicable Federal and state securities laws and regulations. Quilni is the owner, beneficially and of record, of all rights, titles and interests in and to the Common Stock, including the Shares, and has good and marketable title thereto, free and clear of all Liens.
(b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever (including antidilution rights) to which SRP or Quilni is a party providing for the issuance,
Capitalization; Options and Other Rights. (a) The authorized share capital of the Company is NIS 5,000,000, consisting of 10,000,000 Ordinary Shares NIS 0.5 nominal value per share, of which 6,414,949 shares are issued and outstanding as of the date hereof. Schedule A attached hereto (which may be amended as set forth below) sets forth (i) for each outstanding Ordinary Share, the name of the holder of such Ordinary Share, the domicile address of such holder, and the number of Ordinary Shares held by such holder, (ii) for the convertible debenture issued to Private Equity Bridge Invest Ltd. on July 13, 1999 (the "Company Convertible Debenture"), the name of the holder of such Company Convertible Debenture, the domicile address of such holder, and the number of Ordinary Shares issuable upon conversion of the Company Convertible Debenture held by such holder, and (iii) for the rights to purchase or otherwise acquire Ordinary Shares from the Company pursuant to those certain Purchase and Sale Agreements, dated as of April 20, 1999, June 29, 1999 and October 5, 1999, between the buyers party thereto and the Company (the "Company Purchase Rights"), the name of the holders of such Company Purchase Rights, the domicile address of such holders, and the number of Ordinary Shares issuable upon exercise of the Company Purchase Rights held by such holder, in each case as such information appears on the Company's records as of the date hereof. The Company and the Principal Sellers do not have any reason to believe that such information is not accurate. The Company shall notify Purchaser on the Closing Date if the information set forth on Schedule A is not accurate in all respects as of the Closing and shall submit an amended Schedule A based on the actual number of Ordinary Shares and the holders thereof on the Closing Date; provided, that any such amended Schedule A shall not reflect any increase in the number of outstanding Ordinary Shares other than any Ordinary Shares which may be issued after the date of this Agreement upon the exercise of any Company Stock Options disclosed on Schedule B or upon the conversion of the Company Convertible Debenture or upon exercise of the Company Purchase Rights. No Ordinary Shares are held in treasury by the Company or the Subsidiary. As of the date hereof, an indeterminate number of Ordinary Shares are reserved for issuance upon conversion of the Company Convertible Debenture and 624,733 Ordinary Shares are reserved for issuance upon exercise of the Company Purchase Right...
Capitalization; Options and Other Rights. (a) Section 5.2(a) of the TransPoint Disclosure Schedule sets forth (i) the name and jurisdiction of incorporation or organization of each of the TransPoint Entities, (ii) the total number of authorized shares or equity interests of each class of Capital Stock of each of the TransPoint Entities, the number of shares outstanding (if applicable) and the number of shares (or percentage equity interests) owned by any other TransPoint Entity or any other Person and (iii) a complete list of the directors and officers (or equivalent positions) of each TransPoint Entity. All the issued and outstanding shares or equity interests of Capital Stock of each TransPoint Entity have been duly and validly authorized and issued and are fully paid in accordance with such TransPoint Entity's organizational documents, and are free of pre-emptive rights. None of the outstanding shares or equity interests of Capital Stock of any TransPoint Entity has been issued in violation of the preemptive rights of any equityholder of such TransPoint Entity. The Capital Stock of each TransPoint Entity was issued in compliance with all applicable federal and state securities laws and regulations, and is owned free and clear of all Liens.
(b) There are neither (i) any existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from any TransPoint Entity, at any time, or upon the occurrence of any stated event, any Capital Stock in any TransPoint Entity, whether or not presently issued or outstanding, nor (ii) is there any outstanding Capital Stock in any TransPoint Entity or any other Person which is convertible into or exchangeable for other shares of Capital Stock of or equity interests in any TransPoint Entity, nor (iii) are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from any TransPoint Entity or any other Person any shares of Capital Stock or equity interests so convertible or exchangeable, nor (iv) are there any proxies, agreements or understandings with respect to the voting of the Capital Stock of any TransPoint Entity. No TransPoint Entity, directly or indirectly, has any ownership or other interest in, or control of, any Person. No TransPoint Entity is controlled by or under common contro...
Capitalization; Options and Other Rights. (a) The authorized Capital Stock of CheckFree consists of 150,000,000 shares of CheckFree Common Stock and 15,000,000 shares of CheckFree Preferred Stock, and, as of December 31, 1999, 57,305,659 shares of CheckFree Common Stock were issued and 51,756,278 shares of CheckFree Common Stock were outstanding (the "Outstanding CheckFree Common Stock"), all of which were duly authorized and validly issued and are fully paid and nonassessable, and no shares of CheckFree Preferred Stock were issued and outstanding. As of December 31, 1999, there were CheckFree Options to purchase up to a total of 5,824,608 shares of CheckFree Common Stock and outstanding CheckFree Warrants to purchase up to a total of 11,400,000 shares of CheckFree Common Stock. All the Outstanding CheckFree Common Stock has been duly and validly authorized and issued and is fully paid and nonassessable. None of the Outstanding CheckFree Common Stock has been issued in violation of the preemptive rights of any stockholder of CheckFree. The Outstanding CheckFree Common Stock has been issued, and the shares of CheckFree Common Stock to be issued upon the exercise of CheckFree Options will be issued, in compliance in all material respects with all applicable federal and state securities laws and regulations.
(b) The authorized Capital Stock of HoldCo consists of 1,000 shares of HoldCo Common Stock, of which 100 shares are issued and outstanding and owned by CheckFree. The authorized Capital Stock of Merger Sub C consists of 1,000 shares of Merger Sub C Common Stock, of which 100 shares are issued and outstanding and owned by HoldCo. All of the outstanding stock of HoldCo and Merger Sub C have been duly and validly authorized and issued and are fully-paid and nonassessable.
(c) There are neither (i) any existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from CheckFree, HoldCo, or Merger Sub C or granting to CheckFree, HoldCo, or Merger Sub C any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of CheckFree, HoldCo, or Merger Sub C, whether or not presently issued or outstanding, other than the purchase rights to receive shares of CheckFree stock under the CheckFree Rights Agreement, nor (ii) any outstanding securities of CheckFree or any other ent...
Capitalization; Options and Other Rights. (a) The total authorized shares of capital stock of the Company consists solely of 191,560 shares of Company Common Stock, of which 187,500 shares are issued and outstanding ("Shares"). All the Shares have been duly and validly authorized and issued and are fully paid and nonassessable. None of the Shares has been issued in violation of the preemptive rights of any stockholder of the Company. The Shares were issued in compliance in all material respects with all applicable federal and state securities laws and regulations. There are no options, warrants or other rights to acquire or convert any debt or equity security into Shares or any other capital stock of the Company. The Stockholder owns all the Shares free and clear of all Liens.
(b) There are no existing agreements, subscriptions, options, warrants, calls, commitments, trusts (voting or otherwise), or rights of any kind whatsoever granting to any Person any interest in or the right to purchase or otherwise acquire from the Company or granting to the Company any interest in or the right to purchase or otherwise acquire from any Person, at any time, or upon the occurrence of any stated event, any securities of the Company, whether or not presently issued or outstanding, nor are there any outstanding securities of the Company or any other entity which are convertible into or exchangeable for other securities of the Company, nor are there any agreements, subscriptions, options, warrants, calls, commitments or rights of any kind granting to any Person any interest in or the right to purchase or otherwise acquire from the Company or any other Person any securities so convertible or exchangeable, nor are there any proxies, agreements or understandings with respect to the voting of the Shares.
