Capitalization; Ownership of Stock. As of the date of this Agreement and as of the Closing:
Capitalization; Ownership of Stock. The authorized capital stock of the Company consists of twenty million (20,000,000) shares of Common Stock, par value $0.10, four million six hundred forty five thousand seventeen (4,645,017) shares of which are issued and outstanding, two million forty nine thousand seven hundred fifty eight (2,049,758) shares of which are reserved for issuance upon the exercise of conversion rights, options or warrants and none of which are held as treasury shares, and ten thousand (10,000) shares of 1997 6.0% Cumulative Convertible Preferred stock, par value $100.00 (the "6.0% Preferred Stock"), three thousand three hundred thirty four (3,334) shares of which are outstanding and none of which are treasury shares, twenty five thousand (25,000) shares of 6.5% Cumulative Convertible Preferred Stock, par value $100.00 (the "6.5% Preferred Stock"), one thousand four hundred (1,400) shares of which are outstanding and none of which are treasury shares, and, subject to the completion of the closing under the 7.5% Cumulative Convertible Preferred Stock Purchase Agreement of even date herewith by and between the Company and the Purchaser ("Preferred Stock Purchase Agreement:"), five hundred twenty thousand eight hundred thirty three (520,833) shares of 7.5% Cumulative Convertible Preferred Stock, par value $5.76 (the "7.5% Preferred Stock"), all shares of which are outstanding, (collectively, the Common Stock and the various series of preferred stock are referred to as the "Capital Stock"). There are no other authorized shares of any other class. All outstanding shares of Capital Stock have been validly issued by the Company and are fully paid, non-assessable and free of preemptive rights. Except as set forth in Schedule 4.2, no shares of Capital Stock have been reserved for issuance for any purpose and there is no subscription, option, warrant, call, right, contract, commitment, understanding or arrangement relating to the issuance, sale or transfer by the Company of any shares of Capital Stock including any right of conversion or exchange under any outstanding security or other instrument other than the Stockholders Agreements of even date herewith between the Purchaser and the Sellers. The issuance and sale of all shares of Capital Stock have been in full compliance with all applicable federal and state securities laws. Each Seller holds of record the number of shares of Common Stock and Preferred Stock, if any, set forth next to his name in Schedule 4.2.
Capitalization; Ownership of Stock. (a) The authorized capital stock of the Company consists of 5,000 shares of common stock, without par value, all of which are outstanding as of the date hereof. Seller is and will be on the Closing Date the record and beneficial owner of the Stock. Seller holds the Stock free and clear of all Liens. All of the Stock has been duly authorized and validly issued and is fully paid and nonassessable and was issued in compliance with applicable laws. Upon the transfer of the Stock to Buyer on the Closing Date in accordance with Section 1.1, Buyer will receive good and marketable title to the Stock, free and clear of all Liens.
Capitalization; Ownership of Stock. Immediately prior to the Effective Time:
Capitalization; Ownership of Stock. (a) Schedule 6.2 sets forth, for each Company, (i) the number of authorized shares of stock of such Company, (ii) the number of outstanding Shares of such Company and (iii) the identity of the record owner of the Shares of such Company. All of the issued and outstanding Shares of each Company have been duly authorized, are validly issued, fully paid and nonassessable.
Capitalization; Ownership of Stock. As of the date of this Agreement and as of the Closing, the authorized capital stock of the Company consists of two million (2,000,000) shares of Company Common Stock and eight hundred thousand (800,000) shares of Company Preferred Stock, of which four hundred thousand (400,000) shares are designated Series A Preferred Stock. As of the date of this Agreement, the issued and outstanding capital of the Company consists of (i) 600,000 shares of Company Common Stock and (ii) 400,000 shares of Series A Preferred Stock. There are no options, warrants or other rights to purchase Company Stock outstanding, except for the call option as set forth in the Stockholder Agreement. All of such Company Stock are owned of record by the Company’s stockholders, free and clear of any Encumbrances imposed by the Company. All of the shares of Company Stock currently outstanding (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements. Except as set forth in the Stockholders Agreement, there is no (i) outstanding preemptive right, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that likely would directly or indirectly give rise to or provide a basis for any Person being entitled to acquire or receive any shares of capital stock or other securities of the Company. Since its inception the Company has neither repurchased, redeemed or otherwise reacquired, and has not agreed, committed or offered (in writing or otherwise) to reacquire, any shares of capital stock or other securities.
Capitalization; Ownership of Stock. As of the date of this Agreement and as of the Closing, the authorized capital stock of the Acquiror consists of one hundred million (100,000,000) shares of Common Stock, $0.001 par value per share and two million (2,000,000) shares of Preferred Stock, $0.001 par value per share. As of the date of this Agreement, the outstanding capital of the Acquiror consists of (i) fifteen million three hundred fifteen thousand nine hundred fifty nine (15,315,959) shares of Common Stock, and (ii) options to purchase three million five hundred forty seven thousand nine hundred forty two (3,547,942) shares of Common Stock.
Capitalization; Ownership of Stock. As of December 31, 1999: ----------------------------------
Capitalization; Ownership of Stock. (a) The authorized capital stock of the Company consists of 2,000,000 shares of Common Stock, $0.01 par value per share, 706,000 of which are issued and outstanding. All of the issued and outstanding Shares are duly and validly issued and outstanding, are fully paid and nonassessable, and were issued pursuant to a valid exemption from registration under the Securities Act of 1933, as amended, and all applicable state securities laws. Except as set forth on SCHEDULE 2.3, there are no outstanding warrants, options, rights, calls or other commitments of any nature relating to the Common Stock or any other capital stock of the Company, and there are no outstanding securities of the Company convertible into or exchangeable for shares of Common Stock or any other capital stock of the Company.
Capitalization; Ownership of Stock. Authorization. The Company has 100,000,000 authorized shares of Common Stock and 10,000,000 authorized shares of its preferred stock, issuable in series (the “Preferred Stock”). As of December 31, 2002, the Company had (a) 16,167,459 issued and outstanding shares of Common Stock; (b) no shares of Preferred Stock outstanding; (c) no treasury shares; and (d) convertible secured debentures outstanding that may be converted into 6,500,000 underlying shares of Common Stock. As of December 31, 2002, the Company had granted or was authorized to grant stock options that may be exercised for up to 3,000,000 underlying shares of Common Stock pursuant to existing stock option plans approved by the Company’s shareholders. Other than the registration rights granted to the Purchaser in accordance with the transactions contemplated hereby, the Company has granted registration rights that are currently in effect only to (a) WEDGE Energy Services, L.L.C. (“Wedge”), in the form of demand and piggy-back registration rights, and (b) two of its officers and directors, Wm. Xxxxx Xxxxx and Xxxxxxx X. Xxxxxx, in the form of piggy-back registration rights, and no other individual or entity currently has any registration rights of any kind or nature (other than rights under Form S-8), including demand or piggy-back registration rights. The Company has granted Wedge preemptive rights, as set forth in that certain Common Stock Purchase Agreement by and between the Company and Wedge dated as of May 18, 2001, a copy of which has been made available to the Purchaser. Wedge has executed an instrument waiving its preemptive rights with respect to the issuance of the Shares being effected hereby. Except as set forth in this Section 3.2, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights of any party to receive equity of the Company. Upon issuance of the Shares to the Purchaser, the Purchaser will be the record and beneficial owner of the Shares and the Shares will be duly authorized, validly issued and outstanding, fully paid and nonassessable. As a result of the issuance of the Shares, the Company is not, nor will it become, obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party.
