Capitalization; Stock Ownership. The authorized capital stock of Buyer consists of 600,000,000 shares of Common Stock of the par value of $0.001 per share (the “Common Stock”), of which (as of December 31st, 2022) 181,320,528 shares were issued and outstanding) and 10,000,000 shares of preferred stock of the par value of $0.001 per share, none of which were issued and outstanding. All such issued shares have been duly authorized and validly issued and are fully paid and non-assessable and none of them was issued in violation of any preemptive or other right. Except as set forth in Schedule 4.2, Buyer is not a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of Buyer or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of Buyer, and, except for this Agreement and as set forth in Schedule 4.2, there is no outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of Buyer or any other security exercisable or convertible into any capital stock or any other security of Buyer.
Capitalization; Stock Ownership. (a) The authorized capital stock of BNI consists of 15,000,000 shares of Common Stock, $ 0.001 par value, of which, as of July 29, 1999, 2,928,572 are issued and outstanding, and 5,000,000 shares of Preferred Stock, $ 0.001 par value. The authorized Preferred Stock consists of 1,300,000 shares designated as Series A Preferred Stock, of which, as of July 29, 1999, 1,160,772 shares are issued and outstanding and 3,700,000 shares of undesignated Preferred Stock, none of which are issued and outstanding. All the issued and outstanding Majority BNI Shares are validly issued, fully paid and non-assessable and free of preemptive rights. As of the date of this Agreement, BNI has reserved 400,000 shares of Common Stock for issuance to employees and consultants pursuant to a stock option plan, none of which are subject to outstanding, unexcercised options and 120,000 shares remain available for future grant. Except as disclosed in Section 4.2 of the BNI Disclosure Schedule and except as set forth above, there are not now, and on the Closing Date there will not be, any shares of capital stock (or securities substantially equivalent to capital stock) of BNI issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating BNI to issue, transfer or sell any of its securities, except as provided by this Agreement.
(b) BNI does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any Person. There are not now, and on the Closing Date there will not be, any voting trusts or other agreements or understandings to which BNI is a party or is bound with respect to the voting of the capital stock of BNI. There are no Persons in which BNI has any voting rights, equity interests or other investment.
(c) Each of the Majority BNI Shareholders is the beneficial and record owners of the issued and outstanding shares of BNI set forth opposite his name on Exhibit A free and clear of any liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations arising under this Agreement. Except for this Agreement and the transactions contemplated hereby, none of the Majority BNI Shareholders has any legal obligation, absolute or contingent, to any Person or firm to sell any of the Majority BNI Shares or enter into any agreement with respect thereto.
Capitalization; Stock Ownership. The Shareholder is the record owner of and has good and valuable title of all of the Capital Stock, free and clear of all Liens. The Capital Stock constitutes all of the issued and outstanding equity of the Company. The Capital Stock has been duly authorized and validly issued and is fully paid and non-assessable, has not been issued in violation of any preemptive rights and was issued in compliance with all applicable state and federal securities Laws. Except as set forth on Section 5.4 of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities, subscription rights, conversion rights, exchange rights, participation rights, stock appreciation rights, phantom stock rights or other agreements that require the Company to issue or sell any shares of its capital stock (or securities convertible into or exchangeable for shares of its capital stock). The Company is not obligated to redeem or otherwise acquire any of its outstanding shares of Capital Stock. There are no agreements relating to voting of the Company’s voting securities or restrictions on transfer of the
Capitalization; Stock Ownership. (a) The authorized capital stock of GA consists of 30,000 shares of common stock, $ 1.00 par value, of which, as of the date of this Agreement, 200 are issued and outstanding. All the issued and outstanding GA Shares are validly issued, fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, no GA Shares were issuable upon exercise of options, and GA had no incentive stock option plan or any nonqualified employee stock option plan. As of the date of this Agreement, no GA Shares were issuable upon exercise of warrants. Except as set forth above, there are not now, and on the Closing Date there will not be, any shares of capital stock (or securities substantially equivalent to capital stock) of GA issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating GA to issue, transfer or sell any of its securities, except as provided by this Agreement.
(b) GA does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business. There are not now, and on the Closing Date there will not be, any voting trusts or other agreements or understandings to which GA is a party or is bound with respect to the voting of the capital stock of GA. There are no entities in which GA has any voting rights or equity interests.
(c) The GA Shareholders are the beneficial and record owners of all of the GA Shares, free and clear of any liens, encumbrances or restrictions on transfer of any nature whatsoever other than the obligations arising under this Agreement. Except for this Agreement and the transactions contemplated hereby, none of the GA Shareholders has any legal obligation, absolute or contingent, to any person or firm to sell any of the GA Shares or enter into any agreement with respect thereto.
Capitalization; Stock Ownership. As of the date hereof, the authorized capital stock of CFC consists of 1,500,000 shares of common stock, par value $0.01 per share, of which 1,265,081 shares are issued and outstanding. All of the issued and outstanding shares of CFC Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and none of them were issued in violation of any preemptive or other right. Except as described on Schedule 3.3, CFC is not a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any of its capital stock and there is no outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock of CFC or any other security exercisable or convertible into any capital stock of CFC, or any stock appreciation rights.
Capitalization; Stock Ownership. The authorized capital stock of the Company consists of 100,000 shares of Common Stock of the par value of $0.01 per share of which 50,000 shares are issued. All of such issued shares have been duly authorized and validly issued and are fully paid and non-assessable and none of them was issued in violation of any preemptive or other right. Except as set forth in SCHEDULE 5.2, the Company is not a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of the Company or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of the Company, and, except for this Agreement, there is no outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of the Company or any other security exercisable or convertible into any capital stock or any other security of the Company. Seller owns all of the outstanding shares of Stock free and clear of all liens, claims, charges, restrictions, equities and encumbrances of any kind and has full power and legal right to sell, assign, transfer and deliver the same.
Capitalization; Stock Ownership. (a) The authorized Capital Stock of MTC consists of (i) 1,000,000 shares of Common Stock, no par value, of which 301,636 shares are issued, 150,818 of which are outstanding and held of record by the Sellers and 150,818 of which are held by MTC as treasury stock and (ii) 100,000 shares of preferred stock, par value $100 per share, of which 6,195 shares are issued, 3,298 of which are outstanding and 2,897 of which are held by MTC as treasury stock (the “MTC Capital Stock”). All of the MTC Capital Stock is duly authorized, validly issued, fully paid and nonassessable. All of the Shares are owned of record and beneficially by Sellers as set forth in Exhibit A, free and clear of all Liens. Upon transfer of the Shares to Buyer in accordance with the terms of Article II, Buyer will receive valid title to the Shares, free and clear of all Liens.
(b) None of the MTC Capital Stock was issued in violation of any Contract to which any Seller or MTC is a party or is subject or in violation of any preemptive or similar rights of any Person.
(c) Other than the MTC Capital Stock, MTC does not have outstanding any Equity Securities or any other securities. MTC is not a party or subject to any Contract obligating MTC to issue any Equity Securities or any other securities and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any securities of MTC. MTC does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matter.
(d) None of Sellers or MTC is a party or subject to any stockholder agreement, voting agreement, voting trust or any other similar arrangement which has the effect of restricting or limiting the transfer, voting or other rights associated with the MTC Capital Stock.
Capitalization; Stock Ownership. (a) The authorized capital stock of the Company consists of 10,000 shares of the Common Stock and 1,000 shares of Class B Non-Voting Common Stock, par value $.01 per share (the "CLASS B STOCK"). As of the date hereof, 1,000 shares of Common Stock are issued and outstanding, and no shares of Class B Stock are issued and outstanding. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of preemptive or other rights. Neither Seller nor the Company is a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of or equity interest in the Company or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of or equity interest in the Company, and there is no outstanding option, warrant or other right to subscribe for or purchase any capital stock or any other security of or equity interest in the Company or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of or equity interest in the Company. Neither Seller nor the Company is a party to or bound by any voting trust arrangement, proxies or other arrangements or understandings with respect to the voting of any shares of the capital stock of the Company.
(b) Seller owns, beneficially and of record, all of the Purchased Stock, free and clear of all Liens, other than restrictions on Transfer (as defined herein) pursuant to applicable Securities Laws (as defined herein), and has, subject to compliance with such Securities Laws, full power and legal right to sell, assign, transfer and deliver the same. The Purchased Stock constitutes all of the issued and outstanding shares of capital stock of the Company. For the purposes of this Agreement, (i) "TRANSFER" shall mean sale, transfer, offer for sale, pledge, hypothecation or other disposition and (ii) "SECURITIES LAWS" shall include all applicable state blue sky and federal securities Laws.
Capitalization; Stock Ownership. (A) The authorized capital stock of Transport consists of 1,000 shares of common stock of the par value of $1.00 per share, of which 200 shares are issued and outstanding. All of such issued shares have been duly authorized and validly issued and are fully paid and non-assessable and none of them was issued in violation of any preemptive or other right. Transport is not a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of Transport or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of Transport, and, except for this Agreement, there is no outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of Transport or any other security exercisable or convertible into any capital stock or any other security of Transport. Seller owns the outstanding shares of common stock of Transport as set forth in Section 1, free and clear of all liens, claims, charges, restrictions, equities or encumbrances of any kind and have full power and legal right to sell the same.
(B) The authorized capital stock of Logistics consists of 10,000 shares of common stock with no par value, of which 200 shares are issued and outstanding. All of such issued shares have been duly authorized and validly issued and are fully paid and non-assessable and none of them was issued in violation of any preemptive or other right. Logistics is not a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of Logistics or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of the Logistics, and, except for this Agreement, there is no outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of the company or any other security exercisable or convertible into any capital stock or any other security of the Logistics. Seller owns all of such outstanding shares of common stock of Logistics set forth in Section 1, free and clear of all liens, claims, charges, restrictions, equities or encumbrances of any kind and have full ...
Capitalization; Stock Ownership. (i) The Company's authorized capital stock consists of 50,000 shares of Common Stock, par value $1.00 per share, of which 5,000 shares are issued and outstanding. There are no existing options, calls, or commitments of any character whatsoever, or agreements to grant the same, relating to authorized or issued shares of the Company and the Company has no outstanding securities convertible into or exercisable for any such shares, or any options, calls or commitments of any character whatsoever with respect to the issuance or sale of any such convertible securities.
(ii) Each Shareholder is the owner, beneficially and of record, of the number of shares of Stock of the Company set forth opposite his name on Exhibit A hereto, free and clear of any claim, lien, option, charge, restriction or encumbrance of any nature whatsoever. All the issued and outstanding shares of Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Shareholders have full requisite power and authority to sell the Stock to the Buyer according to the terms and the provisions of this Agreement so as to vest in the Buyer (and at Closing the Shareholders shall vest in Buyer) good and marketable title to the Stock free and clear of any claim, lien, option, charge or encumbrance, other than those restrictions on transfer imposed by the federal securities laws. Each Shareholder has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by each Shareholder and constitutes the legal, valid, and binding obligation of each Shareholder, enforceable in accordance with its terms, subject to limitations relating to bankruptcy, insolvency, receivership, or other laws limiting creditors' rights generally.
(iii) To the best of the Company's and each Shareholder's knowledge, all of the issued capital stock of the Company has been offered, sold and issued in compliance with all applicable securities laws.
