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 September 1st, 2021 ) 112,919,520 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. 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 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.
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.
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. (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 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.
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.
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. The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, of which 520,850 shares are issued and outstanding, and held of record by Stockholders in the amounts set forth opposite their names in Section 1 hereof, and 500,000 shares of Common Stock are held by the Company as treasury stock or have been cancelled.
Capitalization; Stock Ownership. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock with $.001 par value, of which 9,050,672 shares are issued and outstanding and 20,949,328 shares are held by the Company as treasury stock. 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. 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. Transferors, in the aggregate own all of the shares of outstanding Stock as set forth in Section 1, free and clear of all liens, claims, charges, restrictions, equities and encumbrances of any kind and, Transferors each have full power and legal right to assign, transfer and deliver the same.
