Capitalization; Stockholders Clause Samples
Capitalization; Stockholders. (a) The authorized capital stock, and all of the issued and outstanding shares of capital stock, of SICC are set forth on Schedule 2.4(a) hereof, and except as set forth on such schedule there is no other class of equity interest in SICC issued and outstanding or reserved for issuance. The Shares represent 100% of the issued and outstanding shares of capital stock of SICC. Other than as described in Schedule 2.4(a), there are no outstanding warrants, options, preemptive, conversion or other rights to purchase or acquire any of such shares, nor any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. Except as set forth on Schedule 2.4(a), there are no voting trusts or other agreements or understandings with respect to the voting or disposition of any of the Shares, and neither SICC nor any Shareholder has Knowledge of any First Refusal Rights or other restrictions on the transfer of the Shares other than those arising from federal and state securities laws or under this Agreement.
(b) All of the outstanding shares of SICC capital stock have been duly authorized and validly issued in accordance with all applicable federal and state securities laws, not in violation of preemptive or other similar rights of any shareholder, and are fully paid and non-assessable. Except as set forth on Schedule 2.4(b), each Shareholder identified on Schedule 2.4(a) as the holder of any Shares is the sole record and beneficial owner of such Shares free and clear of any Liens, such Shareholder has good, valid and marketable title to such Shares, and all such Shares are duly authorized, validly issued and fully paid. Upon delivery of the certificates representing the Shares at the Closing and delivery of the consideration therefor as provided for by this Agreement, Buyer will acquire good, valid and marketable title to the Shares, free and clear of all Liens.
Capitalization; Stockholders. (1) The authorized capital stock of the Company consists of 5,000,000 shares of Common Stock, of which 664,440 are validly issued and outstanding, fully paid and nonassessable and 15,810 are registered in the name of the Company as treasury shares; 30,000 shares of Series A Preferred Stock, of which 14,450 shares are validly issued and outstanding, fully paid and nonassessable and are convertible at the Applicable Conversion Ratio into 190,432 shares of Common Stock; 10,000 shares of Series B Preferred Stock, of which no shares are validly issued and outstanding; 20,000 shares of Series C Preferred Stock, of which 15,420 shares are validly issued and outstanding, fully paid and nonassessable and are convertible at the Applicable Conversion Ratio into 161,789 shares of Common Stock; 13,678 shares of Series D Preferred Stock, of which 13,678 shares are validly issued and outstanding, fully paid and nonassessable and are convertible at the Applicable Conversion Ratio into 158,582 shares of Common Stock; and 36,051 shares of Series E Preferred Stock, of which 10,000 shares are validly issued and outstanding, fully paid and nonassessable and are convertible at the Applicable Conversion Ratio into 114,158 shares of Common Stock. There are no other shares of capital stock of the Company issued or outstanding. The Series D Payment Percentage, as determined in accordance with the Certificate of Incorporation and the Series D Purchase Agreement, is 2.33%. All of the outstanding shares of the Company’s capital stock (i) have been issued in compliance with any preemptive rights, rights of first refusal or similar rights of shareholders and the terms of any agreement or other understanding binding upon the Company or the Stockholders and (ii) have been offered and sold pursuant to a valid exemption from registration under the Securities Act and are otherwise in compliance with such securities laws, the rules and regulations thereunder and state securities or “blue-sky” laws and regulation.
(2) The Company has reserved 475,000 shares of Common Stock for issuance under its 1994 Incentive and Non-Statutory Stock Option Plan, of which options to purchase 140,250 shares are outstanding as of the date of this Agreement and the Company has reserved 30,000 shares of Common Stock for issuance under its 2004 Stock Option Plan, of which options to purchase 24,500 shares are outstanding on the date of this Agreement. Section 3.2(2) of the Company Disclosure Schedule accurately set...
Capitalization; Stockholders. (a) The authorized capital stock of Parent consists of 100,000,000 shares of common stock, par value $0.001 per share ("Parent Common Stock"), 10,000,000 shares of preferred stock, par value $0.001 per share, of which, as of the date hereof, there were issued and outstanding 30,033,492 shares of Parent Common Stock, 39.088 shares of Series E Convertible Preferred Stock, and no shares of Parent Preferred Stock. The Parent Disclosure Schedule sets forth a list of all stockholders of Parent who own beneficially more than 5 percent of the outstanding shares of common stock of Parent, and all Rights Agreements to which Parent is a party or by which Parent may be bound obligating Parent to issue, deliver, sell, purchase, redeem, or cause to be issued, delivered, sold or purchased additional shares of the capital stock of Parent or obligating Parent to enter into such Rights Agreements. All outstanding shares of Parent Common Stock and Series E Preferred Stock are duly authorized, validly issued, fully paid and non-assessable, are free and clear of any Lien, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. The shares of Parent Preferred Stock to be issued to the UIHH Shareholder pursuant to the Merger will, when issued, be duly authorized, validly issued, fully paid, and non-assessable. Each such share of Parent Preferred Stock will have been issued pursuant to, and will carry the rights set forth in, the Certificate of Designation. Except as set forth on the Parent Disclosure Schedule, there are no contracts, commitments or agreements relating to voting, purchase or sale of Parent's capital stock. Parent 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 Parent Common Stock and holders of Series E Preferred Stock on any matter.
(b) The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, all of which are issued and outstanding and are held by Parent. Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby, and immediately prior to the Effective Time will have engaged in no other business activities, will have no subsidiaries and will have conducted its opera...
Capitalization; Stockholders. The authorized capital stock of the Company consists of 35,000,000 Common Shares, of which, as of the date of this Agreement, 27,194,256 shares were issued and outstanding and 37,556 shares were held in the treasury of the Company.