Capitalization; Shareholders. As of the date hereof, the authorized capital stock of Xxxxxxxx, the number and class of Xxxxxxxx Shares which are issued and outstanding, and all persons having record or beneficial ownership of shares of the capital stock of Xxxxxxxx or having any right to purchase, acquire or obtain any of the capital stock of Xxxxxxxx are as set forth on Schedule 5.2. Schedule 5.2 also sets forth the foregoing information on a pro forma basis taking into account the merger of Xxxxxxxx and LSLMS. All of the issued and outstanding Xxxxxxxx Shares are validly issued, fully paid and nonassessable and not subject to any lien, charge or encumbrance, and were issued in compliance with applicable federal and state securities laws. Xxxxxxxx is not, and prior to the Effective Time will not become, a party to or subject to any contract or obligation wherein any person has a right or option to purchase or acquire any rights in any additional capital stock or other equity securities of Xxxxxxxx or any of its subsidiaries, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan. Xxxxxxxx does not hold or own, directly or indirectly, any capital stock of any other corporation, or have any direct or indirect equity or ownership interest in any association, partnership, joint venture or other entity. To Lawrence's Knowledge, no officer, director, or Shareholder of Xxxxxxxx would be unable to give the representation that none of the events or circumstances described in Rule 262 of Regulation A under the Securities Act have occurred.
Capitalization; Shareholders. 6.3.1 The authorized equity securities of the Acquiror consists of: (1) 100,000,000 shares of Acquiror Common Stock of which 509,705 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, none of which is issued or outstanding. All of the outstanding shares of Acquiror Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments relating to the issuance, sale, or transfer of any Acquiror Common Stock or other securities of the Acquiror. None of the outstanding equity securities or other securities of the Acquiror was issued in violation of the Securities Act or any other legal requirement. The Acquiror does not own, or have any contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.
Capitalization; Shareholders. 5 4.3 Subsidiaries..................................6 4.4
Capitalization; Shareholders. (a) Schedule 5.08(a) of the GSCAC Disclosure Statement sets forth (i) the authorized Equity Securities of the GSCAC Parties as of the date of this Agreement, (ii) the number of Equity Securities of the GSCAC Parties that are issued and outstanding (excluding any Equity Securities of GSCAC issued after the date hereof in accordance with Section 6.03(c), the issuance of which shall be used to reduce the aggregate principal amount of the TCW Mezzanine Debt in accordance with the TCW Consent), (iii) the number of Equity Securities held in treasury as of the date of this Agreement, and (iv) the number of Equity Securities as of the date of this Agreement of the GSCAC Parties that are reserved for issuance.
Capitalization; Shareholders. 6 4.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4.4
Capitalization; Shareholders. (a) The authorized capital stock of Target consists of 2,000,000 shares of Target Common Stock and 1,000,000 shares of Preferred Stock, $.01 par value, of which there are issued and outstanding 30,000 shares of Target Common Stock and no shares of Preferred Stock. There are no other outstanding shares of capital stock or other securities of Target and no outstanding subscriptions, options, warrants, puts, calls, purchase or sale rights, exchangeable or convertible securities or other commitments or agreements of any nature relating to the capital stock or other securities of Target, or otherwise obligating Target to issue, transfer, sell, purchase, redeem or otherwise acquire such stock or securities. All outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free and clear of any mortgage, pledge, lien, encumbrance, charge or other security interest (a "Lien"), except Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Target or any agreement to which Target is a party or by which it is bound. There are no contracts, commitments or agreements relating to voting, purchase or sale of Target's capital stock (i) between or among Target and any of its shareholders and (ii) to the Target's knowledge, between or among any of Target's shareholders, except for the shareholders named in Schedule 4.2 of the Target Disclosure Schedule. (b) Schedule 4.2 of the Target Disclosure Schedule sets forth a true and complete list of the names of all the record holders of Target Common Stock, together with the number of shares of Target Common Stock held by each such holder. Except as set forth in Schedule 4.2 of the Target Disclosure Schedule, each holder so listed that is an individual is a competent adult or nonprofit corporation and is the record and the beneficial owner of all shares or other equity securities so listed in his or her name, with the sole right to vote, dispose of, and receive A-6 106 dividends or distributions with respect to such shares. Except as set forth in Schedule 4.2 of the Target Disclosure Schedule, each holder so listed that is an entity is the record and the beneficial owner of all shares or other equity securities so listed in its name, has the sole right to vote, dispose of, and receive dividends or distributions with respect to such shares, has the fu...
Capitalization; Shareholders. (a) The authorized capital stock of Personal Electronics consists of 300 shares of Personal Electronics Common Stock, no par value (the "Personal Electronics Common Stock"), of which there are issued and outstanding 100 shares. There are no other outstanding shares of capital stock or other securities of Personal Electronics and no outstanding subscriptions, options, warrants, puts, calls, purchase or sale rights, exchangeable or convertible securities or other commitments or agreements of any nature relating to the capital stock or other securities of Personal Electronics, or otherwise obligating Personal Electronics to issue, transfer, sell, purchase, redeem or otherwise acquire such stock or securities. All outstanding shares of Personal Electronics Common Stock are duly authorized, validly issued, fully paid and non-assessable, are free and clear of any mortgage, pledge, lien, encumbrance, charge or other security interest (a "Lien"), except Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Personal Electronics or any agreement to which Personal Electronics is a party or by which it is bound. There are not any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character to which Personal Electronics is a party or by which Personal Electronics may be bound obligating Personal Electronics to issue, deliver, or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Personal Electronics or obligating Personal Electronics to enter into such an option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. There are no contracts, commitments or agreements relating to voting, purchase or sale of Personal Electronics' capital stock (i) between or among Personal Electronics and any PE Shareholders and (ii) between or among any PE Shareholders, except for the shareholders named in the Personal Electronics Disclosure Schedule. Personal Electronics does not have any outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of shares of Personal Electronics Common Stock on any matter.
Capitalization; Shareholders. The authorized capital stock of the Company consists of 100,000,000 Common Shares and 10,000,000 shares of preferred stock, with no par value per share issuable in such series and with such designations, rights and preferences as the Company's Board of Directors may authorize from time to time (the "Preferred Stock"). As of the date hereto, the Board of Directors has authorized a series of 2,000,000 shares of Preferred Stock which has been designated Series A Preferred Stock ("Series A Preferred), the designations, rights and preferences of which are set forth in Schedule 3b hereof. Attached hereto as Exhibit D are copies of all options, warrants or other rights calling for issuances by the Company of shares of its capital stock and stock option, stock purchase or similar plans of the Company (collectively, the "Options"). As of the date of this Agreement, there are Common Shares and Series A Preferred shares issued and outstanding, all of which have been duly authorized and are validly issued and fully paid and non-assessable. None of the outstanding Common Shares, Series A Preferred shares or Options have been issued in violation of the preemptive rights of any shareholder of the Company. Except as set forth on Schedule 3f, there are no commitments, plans or arrangements of the Company to issue any shares of capital stock of the Company or any securities convertible into or exchangeable for such capital. Except as set forth on Schedule 3h hereof, no holder of any of the Company's securities has any (a) rights, "demand," "piggy-back" or otherwise, to have such securities registered under the 1933 Act; (b) pre-emptive rights; (c) anti-dilution rights; or (d) rights of first refusal. Notwithstanding anything contained to the contrary in any Company Minutes, the voting rights of the Company's shareholders are as set forth in the Articles of Incorporation and pursuant to applicable California law. There are no voting trust or similar agreements to which the Company is a party or to the knowledge of the Company, after due inquiry, to which any of its shareholders is a party.
Capitalization; Shareholders. (a) The authorized capital stock of the Corporation consists of: (i) 150,000 shares of common stock, of which 94,071 shares are validly issued and are currently outstanding, fully paid and nonassessable and 1,893 are subject to issue upon the exercise of options and conversion rights; (ii) 2,000 shares of 6% cumulative preferred stock, of which no shares are issued and outstanding; and (iii) 10,000 shares of 6% non-cumulative preferred stock, of which 2,099 shares are validly issued and are currently outstanding, fully paid and nonassessable.
Capitalization; Shareholders. (a) The authorized equity securities of the Company consist of (1) 100,000,000 shares of common stock (the “Metaphor Common Stock”), par value $0.0001 per share, of which 509,705 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, none of which is issued or outstanding. All of the outstanding shares of Metaphor Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments relating to the issuance, sale, or transfer of any Metaphor Common Stock or other securities of Metaphor. None of the outstanding equity securities or other securities of Metaphor was issued in violation of the Securities Act or any other Legal Requirement. Metaphor does not own, or have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.
