Capitalization; Options; Shareholder Rights. The authorized ------------------------------------------- capital stock of Buyer consists solely of 1,500,000 shares of common stock, $.01 par value per share ("Buyer Common Stock"), and 106,122 shares of preferred stock, $.01 par value per share ("Buyer Preferred Stock"). There are, and on the Closing Date there will be (not including the Buyer Shares), 348,347 shares of Buyer Common Stock and 106,122 shares of Buyer Preferred Stock issued and outstanding, and there are not, and will not be on such date, any other shares of capital stock of Buyer issued or outstanding (not including the Buyer Shares). All of the issued and outstanding shares of Buyer's capital stock have been duly authorized, and are validly issued, fully paid and non-assessable, except as provided in Section 630 of the BCL. Except as set forth on Schedule -------- 5.3 hereto, there are, and on the Closing Date there will be, no outstanding --- obligations, options, warrants, convertible securities, subscriptions, or other commitments or rights (matured or contingent) of any nature to acquire or subscribe for any securities or other equity interest of or in Buyer. There are, and on the Closing Date there will be, no bonds, debentures, notes or other indebtedness of Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which any shareholder of Buyer may vote. Except as set forth on Schedule 5.3, there ------------ are, and on the Closing Date there will be, no preemptive rights, rights of first refusal, voting rights, change of control or similar rights, anti-dilution protections or other rights which any shareholder, officer, employee or director of Buyer or any other person would be entitled to exercise or invoke as a result of the issuance by Buyer of the Buyer Shares.
Capitalization; Options; Shareholder Rights. (a) The ------------------------------------------- authorized capital stock of IQX consists solely of 20,000,000 shares of common stock, $.001 par value per share ("IQX Common Stock"). There are, and on the Closing Date there will be, 9,556,130 shares of IQX Common Stock issued and outstanding, and there are not, and will not be on such date, any other shares of capital stock of IQX issued or outstanding. All of the issued and outstanding shares of IQX Common Stock have been duly authorized, and are validly issued, fully paid and non-assessable. There are (except as set forth on Schedule 4.3A ------------- hereto), and on the Closing Date there will be, no outstanding obligations, options, warrants, convertible securities, subscriptions, or other commitments or rights (matured or contingent) of any nature to acquire or subscribe for any securities or other equity interest of or in IQX. There are, and on the Closing Date there will be, no bonds, debentures, notes or other indebtedness of IQX having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which any shareholder of IQX may vote. There are, and on the Closing Date there will be, no preemptive rights, rights of first refusal, voting rights, change of control or similar rights, anti-dilution protections or other rights which any shareholder, officer, employee or director of IQX or any other person would be entitled to exercise or invoke as a result of the Merger.
Capitalization; Options; Shareholder Rights. (a) The authorized capital stock of Kali consists solely of 10,000 shares of common stock, no par value (the "Kali Common Stock"), of which 100 shares are designated as voting, and 9,900 shares are designated as non-voting, common stock.
Capitalization; Options; Shareholder Rights. (a) The authorized capital stock of Accurate consists solely of 200 shares of common stock, no par value ("Accurate Common Stock"). On the Closing Date, there will be 180 shares of Accurate Common Stock issued and outstanding, and there will not be any other shares of capital stock of Accurate issued or outstanding. All of the issued and outstanding shares of capital stock of Accurate have been duly authorized, and are validly issued, fully paid and non- assessable, except as provided in Section 630 of the New York Business Corporation Law. As of the Closing, there will be no outstanding obligations, options, warrants, convertible securities, subscriptions, or other commitments or rights (matured or contingent) of any nature to acquire or subscribe for any securities or other equity interest of or in Accurate. As of the Closing, there will be no bonds, debentures, notes or other indebtedness of Accurate having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which any shareholder of Accurate may vote. As of the Closing, there will be no preemptive rights, rights of first refusal, voting rights, change of control or similar rights, anti-dilution protections or other rights which any shareholder, officer, employee or director of Accurate or any other person would be entitled to exercise or invoke as a result of the purchase by Buyer of the Accurate Shares.
Capitalization; Options; Shareholder Rights. (a) The Sellers are beneficial and record owners of the Shares set forth opposite their names on Schedule 3.2(a), and there are no other outstanding shares of capital stock or other equity interests of the Company. The Shares (i) are duly authorized, validly issued, fully paid and non-assessable and (ii) were issued in compliance with Law and were not issued in violation or breach of any preemptive or similar rights.
